Exhibit 4.2
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FIRST SUPPLEMENTAL INDENTURE
between
Illinois Central Railroad Company
and
The Chase Manhattan Bank
Dated as of December 17, 1996
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 17, 1996
(the "First Supplemental Indenture"), between Illinois Central Railroad
Company, a Delaware corporation (the "Company"), and The Chase Manhattan Bank,
as trustee (the "Trustee") under the Indenture dated as of July 25, 1996
between the Company and the Trustee (the "Base Indenture" and together with
this First Supplemental Indenture, the "Indenture").
WHEREAS, the Company executed and delivered the Base Indenture
to the Trustee to provide for the future issuance of the Company's unsecured
senior debt securities to be issued from time to time in one or more series as
might be determined by the Company under the Indenture, in an unlimited
aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, Section 9.1(5) of the Base Indenture provides that,
without the consent of or notice to any Holder, the Company and the Trustee
may amend or supplement the Indenture to establish the form or forms or terms
of the Securities of any series pursuant to Section 2.3 thereof, and the
Company and the Trustee are entering into this Supplement Indenture to
establish the forms and terms of a series of Securities to be known as the
"7.70% Debentures due 2006" (the "Debentures"); and
WHEREAS, the Company has requested that the Trustee execute and
deliver this First Supplemental Indenture and all requirements necessary to
make this First Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Debentures, when executed by the Company and
authenticated and delivered by the Trustee, the valid obligations of the
Company, have been performed, and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance
of the Debentures by the Holders thereof, and for the purpose of setting
forth, as provided in the Base Indenture, the form and substance of the
Debentures and the terms, provisions and conditions thereof, the Company
covenants and agrees with the Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definition of Terms. For all purposes of the
First Supplemental Indenture, except as otherwise expressly provided or unless
the context otherwise requires:
(a) the terms which are defined in the Base Indenture have
the same meanings when used in this First Supplemental Indenture;
(b) the terms "Exchange Offer", "Exchange Offer Registration
Statement", "Liquidated Damages" and "Shelf Registration Statement", which are
defined in the Registration Rights Agreement, shall have the same meanings when
used in this First Supplement Indenture;
(c) all other terms used herein which are defined in the Trust
Indenture Act, whether directly or by reference therein, have the meanings
assigned to them therein; and
(d) a reference to a Section or Article is to a Section or
Article of this First Supplemental Indenture.
"Debenture" or "Debentures" means any 7.70% Debentures due 2096,
as the case may be, authenticated and delivered under the Indenture. For all
purposes of the Indenture, the term "Debentures" shall include any Original
Debentures and any Exchange Debentures or Restricted Exchange Debentures to be
issued and exchanged for any Original Debentures pursuant to the Registration
Rights Agreement and the Indenture and, for purposes of the Indenture, all
Original Debentures, Exchange Debentures and Restricted Exchange Debentures
shall be considered, and vote together as, one series of Securities under the
Indenture.
"Exchange Debentures" means any securities of the Company
containing terms identical to the Original Debentures (except that such
Exchange Debentures (i) shall be registered under the Securities Act and (ii)
shall have an interest rate equal to 7.70% per annum, without provision for
Liquidated Damages, except as provided in the Registration Rights Agreement).
The Exchange Debentures are to be issued in connection with the Exchange Offer
Registration Statement or the Shelf Registration Statement pursuant to the
Registration Rights Agreement and the Indenture. The Exchange Debentures
shall be substantially in the form attached hereto as Exhibit C.
"Initial Purchasers" means Xxxxxx Brothers Inc. and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the initial purchasers of the
Original Debentures pursuant to a Purchase Agreement with the Company dated
December 12, 1996.
"Institutional Accredited Investor" shall mean an institution
that is an "accredited investor" as that term is defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.
"Offering Memorandum" means the Company's Offering Memorandum
dated December 12, 1996 with respect to the Original Debentures.
"Original Debentures" means the Restricted Global Debenture and
the Restricted Certificated Debentures.
"QIB" means a "qualified institutional buyer" as defined in
Rule 144A.
"Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 17, 1996, among the Company, Xxxxxx Brothers
Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
"Restricted Certificated Debentures" has the meaning set forth
in Section 2.2 hereof.
"Restricted Exchange Debenture" has the meaning set forth in
Section 2.2 hereof.
"Restricted Global Debenture" has the meaning set forth in
Section 2.2 hereof.
"Restricted Debentures" means Debentures which are the
Restricted Global Debenture, the Restricted Certificated Debentures or the
Restricted Exchange Debentures bearing the Securities Legend.
"Rule 144A" means Rule 144A under the Securities Act.
"Securities Legend" means the legend set forth in Section
2.3(a) hereof.
ARTICLE II
ISSUE, EXECUTION, FORM AND
REGISTRATION OF DEBENTURES
SECTION 2.1. Principal Amount of Debentures; Issuance of
Exchange Debentures. Upon the execution and delivery of this First
Supplemental Indenture, or from time to time thereafter, Debentures in an
aggregate principal amount not in excess of $125,000,000 (including the
principal amount of any outstanding Original Debentures, Exchange Debentures
and Restricted Exchange Debentures) (except as otherwise provided in Sections
2.7, 2.8, 2.10, 3.2 or 9.4 of the Base Indenture or Section 2.4 hereof), may
be executed by the Company and delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said Debentures to or
upon the written order of the Company as provided in the Base Indenture.
In the case of the original issuance of Exchange Debentures, the
Trustee shall be entitled to receive an Opinion of Counsel of the Company
dated the date thereof substantially to the effect that:
(a) The Exchange Debentures have been duly authorized and,
assuming due execution, authentication and delivery of the Exchange
Debentures to the Holders of the Debentures in exchange for the
Debentures in accordance with the provisions of the Indenture and
assuming due authentication by the Trustee, will constitute valid and
binding obligations of the Company entitled to the benefits of the
Indenture, enforceable in accordance with their terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) or an implied
covenant of good faith and fair dealing.
(b) Except as required by the Securities Act, the Trust
Indenture Act or applicable state securities laws, no consent,
authorization or order of, or filing or registration with, any court
or governmental agency in the United States, which has not been made
or obtained, is required for the issuance of the Exchange Debentures
in exchange for the Debentures or the compliance with the provisions
of the Indenture and the Exchange Debentures.
(c) The issuance and delivery of the Exchange Debentures in
exchange for the Debentures and the compliance by the Company with the
provisions of the Indenture and the Exchange Debentures will not
conflict with, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets of the Company or any of
its subsidiaries pursuant to the terms of, or constitute a default
under, any agreement, indenture or instrument binding upon the
Company and known to such counsel, or result in a violation of the
corporate charter or by-laws of the Company, or any law, rule or
regulation or, to such counsel's knowledge without independent
investigation, conflict with or result in the violation of any order
or determination of any arbitrator, court or governmental agency
having jurisdiction over the Company or any of the Company's
subsidiaries the effect of which would be material and adverse to the
Company and its subsidiaries taken as a whole.
(d) Such counsel has reviewed evidence that the Exchange Offer
Registration Statement or Shelf Registration Statement, as
applicable, relating to the Exchange Debentures has been declared
effective under the Securities Act and the Indenture qualified under
the Trust Indenture Act.
In connection with the initial issuance of Exchange Debentures,
the Company shall, within five (5) Business Days after filing of the Exchange
Offer Registration Statement or the Shelf Registration Statement, as
applicable, deliver a copy thereof to the Trustee. Upon the declaration of
effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, by the Commission, the Company shall,
within five (5) Business Days thereafter, deliver a notice of such declaration
of effectiveness to each holder, which may take the form of a copy of the
prospectus included in such Exchange Offer Registration Statement or Shelf
Registration Statement, and an Officers' Certificate to the Trustee stating
that such Exchange Offer Registration Statement or Shelf Registration
Statement, as applicable, has been declared effective by the Commission,
together with a copy of the order of effectiveness, when available. If a
Registered Global Debenture is to be issued in respect of the Exchange
Debentures, the Company shall execute and deliver a letter of representation
and other materials requested by the Depositary in connection with the initial
issuance of Exchange Debentures.
The Company and the Trustee may require, as a condition to the
issuance and authentication of any Exchange Debenture or Restricted Exchange
Debenture in exchange for an Original Debenture, such certificates, opinions
or other evidence, in form and substance reasonably satisfactory to the
Company and the Trustee, that the transfer or issuance of Exchange Debentures
or Restricted Exchange Debentures, as the case may be, will not violate
applicable interpretations of the Commission. Each Holder who wishes to
exchange Original Debentures for Exchange Debentures in the Exchange Offer
will be required to make certain representations, including that (i) it is not
an Affiliate of the Company, (ii) any Exchange Debentures to be received by it
were acquired in the ordinary course of its business and (iii) at the time of
consummation of the Exchange Offer, it has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Debentures
in violation of the provisions of the Securities Act. Each Holder of
Restricted Exchange Debentures who wishes to transfer or exchange such
Restricted Exchange Debentures for Exchange Debentures pursuant to a Shelf
Registration Statement will be required to make certain representations set
forth in Exhibit F hereto.
SECTION 2.2. Form, Terms, Denomination and Date of Debentures;
Payments of Interest. The Debentures shall be substantially in the forms
attached hereto as Exhibits A, B, C and D, respectively, and shall have the
terms set forth therein, and the Certificate of Authentication of the Trustee
on each Debenture shall be substantially in the forms included in Exhibits A,
B, C and D. The Debentures shall be issuable as Registered Securities without
coupons and in denominations provided for in the forms of Debenture attached
hereto as Exhibits A, B, C and D, as applicable. The Debentures shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plans as the officers of the Company executing the same may
determine with the approval of the Trustee.
Except as provided in the next paragraph, Original Debentures
offered and sold in reliance on Rule 144A shall be issued in the form of a
single Registered Global Security, substantially in the form set forth as
Exhibit A hereto (the "Restricted Global Debenture"), deposited on the date of
the closing of the sale of the Original Debentures with the Depositary, or
with the Trustee, as custodian for the Depositary, duly executed by the
Company and authenticated by the Trustee as hereinafter provided and
registered in the name of Cede & Co., as nominee of the Depositary. The
Restricted Global Debenture shall be subject to certain restrictions on
transfer set forth herein and in the Offering Memorandum. The aggregate
principal amount of the Restricted Global Debenture may from time to time be
increased or decreased by adjustments made on the books and records of the
Registrar and/or the Trustee, as custodian for the Depositary or its nominee,
as hereinafter provided.
Original Debentures offered and sold to Institutional Accredited
Investors shall be issued in the form of permanent certificated securities in
registered form in substantially the form set forth as Exhibit B hereto (the
"Restricted Certificated Debentures").
Exchange Debentures shall be issued substantially in the form
set forth in Exhibit C hereto. Exchange Debentures shall be issued in
registered form and, unless otherwise determined by the Company, shall be
issued in the form of Registered Global Securities. Any Exchange Debenture
issued in the form of a Registered Global Security shall be issued in a form
substantially identical to Exhibit C hereto (except that any such Registered
Global Security representing Exchange Debentures shall include on the face
thereof the legend set forth in Section 2.3(b)). The aggregate principal
amount of a Registered Global Security representing Exchange Debentures may
from time to time be increased or decreased by adjustments made on the records
of Registrar and/or the Trustee, as custodian for the Depositary or its
nominee.
Notwithstanding the foregoing, if, prior to consummation of the
Exchange Offer, any Initial Purchaser holds any Debentures acquired by it and
having, or which are reasonably likely to be determined to have, the status of
an unsold allotment in the initial distribution, or any other Holder is not
entitled to participate in the Exchange Offer, the Company upon the request of
the Initial Purchaser or any such Holder pursuant to the Registration Rights
Agreement shall simultaneously with the delivery of the Exchange Debentures in
the Exchange Offer, issue and deliver to the Initial Purchaser and any such
Holder, in exchange for such Original Debentures held by the Initial Purchaser
and any such Holder, a like principal amount of debt securities of the Company
that are identical in all material respects to the Exchange Debentures (except
for the inclusion of any such transfer restrictions that may, in the opinion
of counsel for the Company, be required under the Securities Act) (the
"Restricted Exchange Debentures"); provided, however, the Company shall not be
required to effect such exchange if, in the written opinion of counsel for the
Company (a copy of which shall be delivered to the Initial Purchasers and any
Holder affected thereby), such exchange cannot be effected without
registration under the Securities Act. Any Restricted Exchange Debentures
shall be issued in the form of permanent certificated securities in registered
form, substantially in the form set forth in Exhibit D hereto.
Any of the Debentures may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the
provisions of the Indenture, as may be required to comply with any law or with
any rules or regulations pursuant thereto, or with the rules of any securities
market in which the Debentures are admitted to trading, or to conform to
general usage. The Company shall furnish any such legends or endorsements to
the Trustee in writing. The Company shall approve the form of the Debentures
and any notation, legend or endorsement on them.
Each Debenture shall be dated the date of its authentication,
shall bear interest from the date stated therein and shall be payable on the
dates specified in the applicable form of Debenture.
The person in whose name any Debenture is registered at the
close of business on any record date (determined as provided in the applicable
form of Debenture) with respect to any interest payment date (determined as
provided in the applicable form of Debenture) shall be entitled to receive the
interest payable on such interest payment date notwithstanding any transfer or
exchange of such Debenture subsequent to the record date and prior to such
interest payment date, except if and to the extent the Company shall default
in the payment of the interest due on such interest payment date, in which
case such defaulted interest shall be paid to the persons in whose names
outstanding Debentures are registered at the close of business on a subsequent
special record date, determined as provided in Section 2.13 of the Base
Indenture. Notwithstanding the foregoing, interest on the Exchange Debentures
and the Restricted Exchange Debentures will accrue (A) from the last interest
payment date to which interest was paid on the Original Debentures surrendered
in exchange therefor or (B) if no interest has been paid on the Debentures,
from the original issue date of the Original Debentures. In addition, the
Company shall pay Liquidated Damages, if any, on such dates, in the amounts,
to the Persons, for the periods and on the other terms provided in the
Registration Rights Agreement and the forms of the Debentures.
SECTION 2.3. Restrictive Legends. (a) Unless and until an
Original Debenture is exchanged for an Exchange Debenture in connection with
an effective Exchange Offer Registration Statement or sold pursuant to the
Shelf Registration Statement in accordance with the Registration Rights
Agreement, or unless otherwise agreed by the Company and the Holder thereof,
each Restricted Debenture shall bear a legend on the face thereof in
substantially the following form:
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH
IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
(B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT)
("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL
NOT WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE
SECURITY EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE
SECURITY EVIDENCED HEREBY, EXCEPT (A) TO ILLINOIS CENTRAL
RAILROAD COMPANY (THE "ISSUER"), (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
THE TRUSTEE, A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
SECURITY EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS OR SALES
THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY TO THEM OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH
SECURITY, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH
ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER
AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE, AS TRANSFER AGENT.
IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR AND IN CERTAIN OTHER CASES NOTED ABOVE, THE HOLDER
MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE
TRUSTEE, AS TRANSFER AGENT SUCH CERTIFICATIONS, LEGAL OPINIONS
OR OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE
REMOVED AFTER THE EXPIRATION OF THREE YEARS FROM THE ORIGINAL
ISSUANCE OF THE SECURITY EVIDENCED HEREBY. TRANSFERS OF THIS
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE FIRST
SUPPLEMENTAL INDENTURE REFERRED TO HEREIN.
(b) The Restricted Global Debenture and any Exchange Debenture
which is a Registered Global Security shall also bear the following legend on
the face thereof:
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY 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 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC
OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.
SECTION 2.4. Transfer and Exchange. When Debentures are
presented to the Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Debentures of other authorized
denominations (including exchange of Original Debentures for Exchange
Debentures or Restricted Exchange Debentures), the Registrar shall register
the transfer or make the exchange as requested if the requirements set forth
in the Indenture for such transactions are met; provided that no exchanges of
Original Debentures for Exchange Debentures shall occur until an Exchange
Offer Registration Statement shall have been declared effective by the
Commission and provided, further, that any Original Debentures that are
exchanged for Exchange Debentures or Restricted Exchange Debentures shall be
cancelled by the Trustee.
All Debentures issued upon any transfer or exchange of
Debentures shall be valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the
Debentures surrendered upon such transfer or exchange.
SECTION 2.5. Global Debentures. (a) In connection with the
transfer of an entire Registered Global Security to beneficial owners, the
Registered Global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the Registered Global
Security, an equal aggregate principal amount of definitive Debentures in
physical form (which Debentures shall be Restricted Certificated Debentures in
the case of a transfer of a beneficial interest in the Restricted Global
Debenture) and of authorized denominations.
(b) Any Restricted Certificated Debenture issued in exchange
for an interest in the Restricted Global Debenture shall, except as otherwise
provided by paragraph (e) of Section 2.6, bear the legend regarding transfer
restrictions applicable to the Restricted Certificated Debenture set forth in
Section 2.3(a).
SECTION 2.6. Special Transfer Provisions. Unless and until an
Original Debenture or Restricted Exchange Debenture is exchanged for an
Exchange Debenture in connection with an effective Exchange Offer Registration
Statement or sold pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement, the following provisions shall apply
to such Original Debenture or Restricted Exchange Debenture:
(a) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration
of any proposed transfer of such Debenture to any Institutional
Accredited Investor which is not a QIB:
(i) The Registrar shall register the transfer of such
Debenture, if (x) the requested transfer is at least three
years after the later of the original issue date of the
Debentures and the last date on which such Debenture was held
by an Affiliate of the Company or (y) the proposed transferee
has delivered to the Registrar a certificate substantially in
the form of the Institutional Accredited Investor Certificate
set forth in Exhibit E hereto.
(ii) If the proposed transferor is an agent member of
the Depositary (an "Agent Member"), holding a beneficial
interest in the Restricted Global Debenture, upon receipt by
the Registrar of (A) the documents, if any, required by clause
(y) of paragraph (i) of this Section 2.6(a) and (B)
instructions given in accordance with the Depositary's and the
Registrar's procedures, the Registrar, and/or the Trustee as
custodian for the Depositary or its nominee, shall reflect on
its or their books and records the date and a decrease in the
principal amount of the Restricted Global Debenture in an
amount equal to the principal amount of the beneficial interest
in the Restricted Global Debenture to be transferred, and the
Company shall execute, and the Trustee shall authenticate and
deliver, one or more Restricted Certificated Debentures of like
tenor and amount.
(b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of such Debenture to
a QIB:
(i) Upon the transfer to a QIB of Restricted
Certificated Debentures initially issued to an Institutional
Accredited Investor, such Restricted Certificated Debentures
will, unless the Restricted Global Debenture has previously
been exchanged in whole for Restricted Certificated Debentures,
be exchanged for an interest in the Restricted Global
Debenture. If the Debenture to be transferred consists of
Restricted Certificated Debentures or Restricted Exchange
Debentures, the Registrar shall register the transfer if such
transfer is being made by a proposed transferor who has checked
the box provided for on the form of Debenture stating, or has
otherwise advised the Company and the Registrar in writing,
that the sale has been made in compliance with the provisions
of Rule 144A to a transferee who has signed the certification
provided for on the form of Debenture stating, or has otherwise
advised the Company and the Registrar in writing, that it is
purchasing the Debenture for its own account or an account with
respect to which it exercises sole investment discretion and
that each of it and any such account is a QIB within the
meaning of Rule 144A, and is aware that the sale to it or such
account is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as
it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the
transferor is relying upon its foregoing representations in
order to claim the exemption from registration provided by Rule
144A.
(ii) If the proposed transferee is an Agent Member, and
the Debenture to be transferred consists of Restricted
Certificated Debentures, upon receipt by the Registrar of the
documents referred to in clause (i) and instructions given in
accordance with the Depositary's and the Registrar's
procedures, the Registrar, and/or the Trustee, as custodian for
the Depositary or its nominee, shall reflect on its or their
books and records the date and an increase in the principal
amount of the Restricted Global Debenture in an amount equal to
the principal amount of the Restricted Certificated Debenture
to be transferred, and the Trustee shall cancel the Restricted
Certificated Debenture.
(c) Exchange of Restricted Global Debenture, Restricted
Certificated Debentures or Restricted Exchange Debentures for Exchange
Debentures or Restricted Exchange Debentures. The following provisions shall
apply with respect to the registration of any proposed exchange of an interest
in the Restricted Global Debenture or a Restricted Certificated Debenture or
Restricted Exchange Debenture for an Exchange Debenture or a Restricted
Exchange Debenture, as applicable.
(i) If the proposed transferor is an Agent Member
holding a beneficial interest in the Restricted Global
Debenture, upon receipt of instructions given in accordance
with the Depositary's and the Registrar's procedures, the
Registrar, and/or the Trustee, as custodian for the Depositary
or its nominee, shall reflect on its books and records the date
and a decrease in the principal amount of the Restricted Global
Debenture in an amount equal to the principal amount of the
beneficial interest in the Restricted Global Debenture to be
transferred, and the Company shall execute, and the Trustee
shall authenticate and deliver, one or more Exchange Debentures
or Restricted Exchange Debentures, as applicable, of like tenor
and amount (including, without limitation, Exchange Debentures
in the form of one or more Registered Global Securities).
(ii) If the proposed transferor is a Holder of a
Restricted Certificated Debenture or Restricted Exchange
Debenture, the Registrar and/or the Trustee shall cancel such
Restricted Certificated Debenture or Restricted Exchange
Debenture on its books and records and the Company shall
execute, and the Trustee shall authenticate and deliver, one or
more Exchange Debentures or Restricted Exchange Debentures, as
applicable, of like tenor and amount (including, without
limitation, Exchange Debentures in the form of one or more
Registered Global Securities).
(d) Transfer and Exchange of Restricted Exchange Debentures.
The following additional provisions will apply with respect to the
registration of any proposed transfer or exchange of an interest in a
Restricted Exchange Debenture:
(i) If the Restricted Exchange Debenture is submitted
for registration of transfer (x) in connection with a change of
beneficial ownership other than that resulting from a sale or
other transfer for value pursuant to an effective Shelf
Registration Statement or (y) solely of record ownership not
involving the delivery of any consideration, upon receipt of
the Holder's transfer certification set forth on the reverse of
the Restricted Exchange Debenture, the Registrar and/or the
Trustee shall cancel such Restricted Exchange Debenture on its
books and records and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Restricted
Exchange Debentures of like tenor and amount.
(ii) If the Restricted Exchange Debenture is submitted
for registration of transfer in connection with a change of
beneficial ownership resulting from a sale or other transfer
for value pursuant to an effective Shelf Registration
Statement, upon receipt of the Restricted Exchange Debenture
Transfer Certificate set forth in Exhibit F hereto (or such
other documentation in form and substance satisfactory to the
Company and the Trustee), the Registrar and/or the Trustee shall
cancel such Restricted Exchange Debenture on its books and
records and the Company shall execute, and the Trustee shall
authenticate and deliver, one or more Exchange Debentures of
like tenor and amount.
(e) Securities Legend. Upon the transfer, exchange or
replacement of Restricted Debentures, the Registrar shall deliver only
Restricted Debentures (bearing the Securities Legend) unless either (i) the
transfer is at least three years after the later of the original issue date of
the Debentures and the last date on which such Debenture was held by an
Affiliate of the Company or (ii) there is delivered to the Registrar an
opinion of counsel reasonably satisfactory to the Company and the Registrar to
the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the
Securities Act.
(f) Suspension of Effectiveness of Shelf Registration
Statement. Upon the issuance of a stop order or any other suspension of
effectiveness of the Shelf Registration Statement by the Commission, the
Company shall immediately deliver a notice of such suspension of effectiveness
to the Trustee and the Registrar, whereupon the Trustee shall cease to
authenticate and the Registrar shall cease to record the transfer of
additional Exchange Debentures being sold pursuant to such Shelf Registration
Statement until it shall have received an Officers' Certificate stating that
the Shelf Registration Statement, or a succeeding registration statement, has
again been declared effective by the Commission, together with a copy of the
order of effectiveness, when available. During the period of any suspension
of effectiveness of the Shelf Registration Statement, transfers of Restricted
Debentures shall be made only in accordance with an Exchange Offer
Registration Statement, if available, or pursuant to Section 2.6(a) or (b).
(g) General. By its acceptance of any Debenture bearing the
Securities Legend, each Holder of such a Debenture acknowledges the
restrictions on transfer of such Debenture set forth in this First
Supplemental Indenture and in the Securities Legend and agrees that it will
transfer such Debenture only as provided in this First Supplemental Indenture
and the Securities Legend. The Registrar shall not register a transfer of any
such Debenture unless such transfer complies with the restrictions on transfer
of such Debenture set forth in this First Supplemental Indenture and the
Securities Legend. In connection with any transfer of Debentures, each Holder
agrees by its acceptance of the Debentures to furnish the Registrar or the
Company such certifications, legal opinions or other information as either of
them may reasonably require to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act, provided that the Registrar
shall not be required to determine (but may rely on a determination made by
the Company with respect to) the sufficiency of any such certifications, legal
opinions or other information.
The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.5 or this Section
2.6. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. Ratification of Indenture. The Indenture, as
supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of
the Indenture in the manner and to the extent herein and therein provided.
SECTION 3.2. 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
First Supplemental Indenture.
SECTION 3.3. Governing Law. This First Supplemental Indenture
and each Debenture shall be deemed to be a contract made under the internal
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
SECTION 3.4. Separability. In case any one or more of the
provisions contained in this First Supplemental Indenture or in the Debentures
shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this First Supplemental Indenture or of the Debentures, but
this First Supplemental Indenture and the Debentures shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
SECTION 3.5. Counterparts. This First Supplemental Indenture
may be executed in any number of counterparts each of which shall be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.
ILLINOIS CENTRAL RAILROAD COMPANY
Attest:
/s/ X.X. XxXxxxxx
----------------------
By: /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and Chief
Financial Officer
THE CHASE MANHATTAN BANK,
Attest: as Trustee
/s/ Assistant Secretary
-----------------------
By: /s/ X.X. Xxxxxxxx
-----------------------------
Name: X.X. Xxxxxxxx
Title: Second Vice President
Exhibit A
---------
[FORM OF RESTRICTED GLOBAL DEBENTURE]
[FORM OF FACE OF SECURITY]
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN
THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO
ILLINOIS CENTRAL RAILROAD COMPANY (THE "ISSUER"), (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE CHASE MANHATTAN BANK, AS TRUSTEE, A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS OR SALES THAT
OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY TO THEM OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE CHASE MANHATTAN
BANK, AS TRANSFER AGENT. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR AND IN CERTAIN OTHER CASES NOTED ABOVE, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE CHASE MANHATTAN BANK, AS
TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
AFTER THE EXPIRATION OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY
EVIDENCED HEREBY. TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE FIRST
SUPPLEMENTAL INDENTURE REFERRED TO HEREIN.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
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 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
CUSIP NO. 451866SVO
No. R1 $125,000,000
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% Debentures due 2096
ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of Xxx
Xxxxxxx Xxxxxx-Xxxx Xxxxxxx Xxxxxx Xxxxxx Dollars at the office or agency of
the Issuer referred to below, on September 15, 2096 and to pay interest,
semi-annually on March 15 and September 15 of each year, on said principal sum
at said office or agency, at the rate of 7.70% per annum, plus Liquidated
Damages (as hereinafter defined), if any, from the March 15 or September 15,
as the case may be, next preceding the date of this Security to which interest
and Liquidated Damages, if any, have been paid, unless the date hereof is the
date to which interest and Liquidated Damages, if any, have been paid, in
which case from the date of this Security, or unless no interest or Liquidated
Damages, if any, has been paid on the Securities, in which case from December
17, 1996, until payment of said principal sum has been made or duly provided
for, provided, however, that payment of interest and Liquidated Damages, if
any, may be made at the option of the Issuer (i) by check mailed to the
address of the Person entitled thereto as such address shall appear on the
register of Securities or (ii) by transfer in immediately available funds to
an account maintained by the Person entitled thereto with a bank located in
the United States as designated by such Person not less than 15 calendar days
prior to the date interest is payable; provided, further, that if the date
hereof is after the first day of the calendar month preceding any March 15 or
September 15, as the case may be, and prior to such March 15 or September 15,
this Security shall bear interest and Liquidated Damages, if any, from such
March 15 or September 15; provided, further, that if and to the extent that
the Issuer shall default in the payment of interest or Liquidated Damages, if
any, due on any March 15 or September 15, then this Security shall bear
interest and Liquidated Damages, if any, from the next preceding March 15 or
September 15 to which interest and Liquidated Damages, if any, have been paid,
or, if no interest and Liquidated Damages, if any, have been paid on the
Securities, from December 17, 1996. The interest and Liquidated Damages, if
any, so payable on any March 15 or September 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered at the close of
business on the first day of the calendar month preceding such March 15 or
September 15; provided that the interest and Liquidated Damages, if any,
payable at maturity shall be payable to the Person to whom principal shall be
payable. Notwithstanding the foregoing, (i) interest on Exchange Debentures
(as defined in the First Supplemental Indenture referred to herein) and
Restricted Exchange Debentures (as defined in such First Supplemental
Indenture) will accrue as provided in such First Supplemental Indenture and
the Registration Rights Agreement (as defined in such First Supplemental
Indenture), and (ii) Liquidated Damages (as defined in such First Supplemental
Indenture), if any, that accrue on Original Debentures prior to the exchange of
such Original Debentures for Exchange Debentures shall be payable to the
Persons, at the times and otherwise on the terms provided in such First
Supplemental Indenture and the Registration Rights Agreement.
Reference is made to the further provisions of this Security
set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Illinois Central Railroad Company has
caused this instrument to be executed in its name and on its behalf by the
signature of the Chief Financial Officer and by the signature of its Vice
President and has caused its corporate seal to be affixed hereunto or
imprinted hereon.
Dated: December 17, 1996
[SEAL] ILLINOIS CENTRAL RAILROAD COMPANY
By:
-----------------------------
By:
-----------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------
Authorized Officer
[Reverse of Security]
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% DEBENTURES DUE 2096
This Security is one of a duly authorized series of Securities
of the Issuer, designated as its 7.70% Debentures due 2096 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) to the aggregate principal amount of $125,000,000, all issued or to
be issued under and pursuant to an Indenture, dated as of July 25, 1996, as
supplemented by the First Supplemental Indenture dated as of December 17, 1996
(said Indenture, as supplemented by such First Supplemental Indenture and as
it may be further supplemented and amended, being herein called the
"Indenture"), duly executed and delivered by the Company and The Chase
Manhattan Bank, as Trustee (herein called the "Trustee", which term shall
include any successor Trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities
are issuable in registered form only, without coupons, in denominations of
$1,000 and integral multiples thereof; provided that Restricted Certificated
Debentures (as defined in the Indenture) shall be issued in minimum
denominations of $100,000 and integral multiples of $1,000 above that amount.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include this Security.
Interest and Liquidated Damages, if any, on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months. If
the date of maturity or of payment of interest and Liquidated Damages, if any,
or principal of the Securities or the date fixed for redemption of any
Security shall not be a Business Day (as defined in the Indenture), then
payment of interest and Liquidated Damages, if any, or principal will be made
on the next succeeding Business Day, with the same force and effect as if made
on the date of maturity or of payment of interest and Liquidated Damages, if
any, or principal or the date fixed for redemption, and no additional interest
or Liquidated Damages, if any, shall accrue by reason of the postponement of
any payment from such originally scheduled date to such next succeeding
Business Day.
The Issuer shall pay Liquidated Damages, if any, on this
Security or any Exchange Debenture (as defined in the First Supplemental
Indenture referred to herein) issued in exchange therefor on each date for the
payment of interest on this Security or such Exchange Debenture to the Person
entitled to receive the interest payable on this Security or such Exchange
Debenture on such date, in the amounts, for the periods and on the other terms
provided herein and in the Registration Rights Agreement dated as of December
17, 1996 (herein called the "Registration Rights Agreement") among the Issuer,
Xxxxxx Brothers Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
The Securities may not be redeemed prior to September 15, 2026.
The Securities will be subject to redemption at any time on or after September
15, 2026, at the option of the Issuer, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount), plus
accrued and unpaid interest and Liquidated Damages, if any, to the redemption
date, if redeemed during the 12-month period beginning September 15 of the
years indicated below:
Year Redemption Price Year Redemption Price Year Redemption Price
2026...... 102.92% 2033... 101.90% 2040.................. 100.88%
2027...... 102.77% 2034... 101.75% 2041.................. 100.73%
2028...... 102.63% 2035... 101.60% 2042.................. 100.58%
2029...... 102.48% 2036... 101.46% 2043.................. 100.44%
2030...... 102.33% 2037... 101.31% 2044.................. 100.29%
2031...... 102.19% 2038... 101.17% 2045.................. 100.15%
2032...... 102.04% 2039... 101.02% 2046 and thereafter... 100.00%
Notice of such redemption shall be mailed not less than 30 nor more than 60
days prior to the date fixed for redemption to the Holders of Securities to be
redeemed, all as provided in the Indenture, in the circumstances set forth in
this paragraph.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest and Liquidated Damages, if any, on this
Security (or portion hereof if this Security is redeemed in part) shall cease
to accrue upon the date duly fixed for redemption of this Security (or portion
hereof if this Security is redeemed in part).
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof and interest and
Liquidated Damages, if any, hereon 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 permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Issuer and
the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Securities at the time outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Issuer on this Security and (b) certain
restrictive covenants and the related Events of Default, upon compliance by
the Issuer with certain conditions set forth therein, which provisions apply
to this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest and Liquidated Damages, if any, on this Security at the place, at the
respective times, at the rates and in the coin or currency prescribed herein.
Upon occurrence of a Tax Event, the Issuer shall have the right
to shorten the maturity of the Securities to the extent required, in the
opinion of a nationally recognized independent tax counsel, such that, after
the shortening of the maturity, interest paid on the Securities will be
deductible for Federal income tax purposes.
In the event that the Issuer elects to exercise its right to
shorten the maturity of the Securities upon the occurrence of a Tax Event, the
Issuer will mail a notice of shortened maturity to each Holder of record of the
Securities by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an
opinion of a nationally recognized independent tax counsel to the effect that
on or after December 12, 1996, as a result of (a) any amendment to,
clarification of, or change (including any announced prospective change) in
laws, or any regulations thereunder, of the United States, (b) any judicial
decision, official administrative pronouncement, ruling, regulatory procedure,
notice or announcement, including any notice or announcement of intent to
adopt such procedures or regulations (an "Administrative Action"), or (c) any
amendment to, clarification of, or change in the official position or the
interpretation of such Administrative Action or judicial decision that differs
from the theretofore generally accepted position, in each case, on or after
December 12, 1996, such change in tax law creates a more than insubstantial
risk that interest paid by the Company on the Securities is not, or will not
be, deductible, in whole or in part, by the Company for purposes of United
States Federal income tax.
As provided in the Indenture and subject to certain limitations
set forth therein and to the limitations described below, if applicable, the
transfer of this Security is registerable in the Security Register upon
surrender of this Security for registration of transfer at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar (which shall
initially be the Trustee, at its principal corporate trust office in The City
of New York) duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities with like
terms and conditions, of authorized denominations and for the same maturity
and aggregate principal amount, will be issued to the designated transferee or
transferees.
If this Security is a Registered Global Security, this Security
is exchangeable for certificated Securities only upon the terms and conditions
provided in the Indenture. Except as provided above, owners of beneficial
interests in this Registered Global Security will not be entitled to receive
physical delivery of Securities in certificated registered form and will not
be considered the Holders thereof for any purpose under the Indenture.
No service charge shall be made for any such registration of
transfer or exchange, but the Issuer 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 Issuer, 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 none of
the Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
Schedule A
Exchange of portions of this Global
Security for other forms of Securities
Principal Amount of Remaining
Securities Issued in Principal
Exchange for a Portion Amount of This Notation
Date of This Global Security Global Security Made By
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
---------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------
-------------------------------
-------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
-------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the
-----------------
books of the Issuer, with full power of substitution in the premises.
Dated:
------------------
Signature
Sign exactly as name appears on the front
of this Note [SIGNATURE MUST BE
GUARANTEED by a commercial bank, a trust
company or by a member of the New York
Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Exhibit B
[FORM OF RESTRICTED CERTIFICATED DEBENTURE]
[FORM OF FACE OF SECURITY]
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN
THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO
ILLINOIS CENTRAL RAILROAD COMPANY (THE "ISSUER"), (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE CHASE MANHATTAN BANK, AS TRUSTEE, A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS OR SALES THAT
OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY TO THEM OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE CHASE MANHATTAN
BANK, AS TRANSFER AGENT. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR AND IN CERTAIN OTHER CASES NOTED ABOVE, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE CHASE MANHATTAN BANK, AS
TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
AFTER THE EXPIRATION OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY
EVIDENCED HEREBY. TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE FIRST
SUPPLEMENTAL INDENTURE REFERRED TO HEREIN.
CUSIP NO. 000000XX0
No. $
------- -----------
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% Debentures due 2096
ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), for value received, hereby
promises to pay to , or registered assigns, the principal sum of
-------------
United States Dollars at the office or agency of the
--------------------
Issuer referred to below, on September 15, 2096 and to pay interest,
semi-annually on March 15 and September 15 of each year, on said principal sum
at said office or agency, at the rate of 7.70% per annum, plus Liquidated
Damages (as hereinafter defined), if any, from the March 15 or September 15,
as the case may be, next preceding the date of this Security to which interest
and Liquidated Damages, if any, have been paid, unless the date hereof is the
date to which interest and Liquidated Damages, if any, have been paid, in
which case from the date of this Security, or unless no interest or Liquidated
Damages, if any, has been paid on the Securities, in which case from December
17, 1996, until payment of said principal sum has been made or duly provided
for, provided, however, that payment of interest and Liquidated Damages, if
any, may be made at the option of the Issuer (i) by check mailed to the
address of the Person entitled thereto as such address shall appear on the
register of Securities or (ii) by transfer in immediately available funds to an
account maintained by the Person entitled thereto with a bank located in the
United States as designated by such Person not less than 15 calendar days
prior to the date interest is payable; provided, further, that if the date
hereof is after the first day of the calendar month preceding any March 15 or
September 15, as the case may be, and prior to such March 15 or September 15,
this Security shall bear interest and Liquidated Damages, if any, from such
March 15 or September 15; provided, further, that if and to the extent that
the Company shall default in the payment of interest or Liquidated Damages,
if any, due on any March 15 or September 15, then this Security shall bear
interest and Liquidated Damages, if any, from the next preceding March 15 or
September 15 to which interest and Liquidated Damages, if any, have been paid,
or, if no interest and Liquidated Damages, if any, have been paid on the
Securities, from December 17, 1996. The interest and Liquidated Damages, if
any, so payable on any March 15 or September 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered at the close of
business on the first day of the calendar month preceding such March 15 or
September 15; provided that the interest and Liquidated Damages, if any,
payable at maturity shall be payable to the Person to whom principal shall be
payable. Notwithstanding the foregoing, (i) interest on Exchange Debentures
(as defined in the First Supplemental Indenture referred to herein) and
Restricted Exchange Debentures (as defined in such First Supplemental
Indenture) will accrue as provided in such First Supplemental Indenture and
the Registration Rights Agreement (as defined in such First Supplemental
Indenture), and (ii) Liquidated Damages (as defined in such First Supplemental
Indenture), if any, that accrue on Original Debentures prior to the exchange
of such Original Debentures for Exchange Debentures shall be payable to the
Persons, at the times and otherwise on the terms provided in such First
Supplemental Indenture and the Registration Rights Agreement.
Reference is made to the further provisions of this Security set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Illinois Central Railroad Company has caused this
instrument to be executed in its name and on its behalf by the signature of
the Chief Financial Officer and by the signature of its Vice President and has
caused its corporate seal to be affixed hereunto or imprinted hereon.
Dated: ,
-------------- ----
[SEAL] ILLINOIS CENTRAL RAILROAD COMPANY
By:
------------------------------
By:
------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-------------------------------
Authorized Officer
[Reverse of Security]
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% DEBENTURES DUE 2096
This Security is one of a duly authorized series of Securities of the
Issuer, designated as its 7.70% Debentures due 2096 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) to the aggregate principal amount of $125,000,000, all issued or to
be issued under and pursuant to an Indenture, dated as of July 25, 1996, as
supplemented by the First Supplemental Indenture dated as of December 17, 1996
(said Indenture, as supplemented by such First Supplemental Indenture and as
it may be further supplemented and amended, being herein called the
"Indenture"), duly executed and delivered by the Company and The Chase
Manhattan Bank, as Trustee (herein called the "Trustee", which term shall
include any successor Trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities
are issuable in registered form only, without coupons, in denominations of
$1,000 and integral multiples thereof; provided that Restricted Certificated
Debentures (as defined in the Indenture) shall be issued in minimum
denominations of $100,000 and integral multiples of $1,000 above that amount.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include this Security.
Interest and Liquidated Damages, if any, on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months. If the date
of maturity or of payment of interest and Liquidated Damages, if any, or
principal of the Securities or the date fixed for redemption of any Security
shall not be a Business Day (as defined in the Indenture), then payment of
interest and Liquidated Damages, if any, or principal will be made on the next
succeeding Business Day, with the same force and effect as if made on the date
of maturity or of payment of interest and Liquidated Damages, if any, or
principal or the date fixed for redemption, and no additional interest or
Liquidated Damages, if any, shall accrue by reason of the postponement of any
payment from such originally scheduled date to such next succeeding Business
Day.
The Issuer shall pay Liquidated Damages, if any, on this Security or
any Exchange Debenture (as defined in the First Supplemental Indenture
referred to herein) issued in exchange therefor on each date for the payment
of interest on this Security or such Exchange Debenture to the Person entitled
to receive the interest payable on this Security or such Exchange Debenture on
such date, in the amounts, for the periods and on the other terms provided
herein and in the Registration Rights Agreement dated as of December 17, 1996
(herein called the "Registration Rights Agreement") among the Issuer, Xxxxxx
Brothers Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
The Securities may not be redeemed prior to September 15, 2026. The
Securities will be subject to redemption at any time on or after September 15,
2026, at the option of the Issuer, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount), plus
accrued and unpaid interest and Liquidated Damages, if any, to the redemption
date, if redeemed during the 12-month period beginning September 15 of the
years indicated below:
Year Redemption Price Year Redemption Price Year Redemption Price
2026...... 102.92% 2033... 101.90% 2040.................. 100.88%
2027...... 102.77% 2034... 101.75% 2041.................. 100.73%
2028...... 102.63% 2035... 101.60% 2042.................. 100.58%
2029...... 102.48% 2036... 101.46% 2043.................. 100.44%
2030...... 102.33% 2037... 101.31% 2044.................. 100.29%
2031...... 102.19% 2038... 101.17% 2045.................. 100.15%
2032...... 102.04% 2039... 101.02% 2046 and thereafter... 100.00%
Notice of such redemption shall be mailed not less than 30 nor more than 60
days prior to the date fixed for redemption to the Holders of Securities to be
redeemed, all as provided in the Indenture, in the circumstances set forth in
this paragraph.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest and Liquidated Damages, if any, on this
Security (or portion hereof if this Security is redeemed in part) shall cease
to accrue upon the date duly fixed for redemption of this Security (or portion
hereof if this Security is redeemed in part).
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof and interest and Liquidated
Damages, if any, hereon 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 permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Issuer and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Issuer on this Security and (b) certain
restrictive covenants and the related Events of Default, upon compliance by
the Issuer with certain conditions set forth therein, which provisions apply
to this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest and Liquidated Damages, if any, on this Security at the place, at the
respective times, at the rates and in the coin or currency prescribed herein.
Upon occurrence of a Tax Event, the Issuer shall have the right to
shorten the maturity of the Securities to the extent required, in the opinion
of a nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the Securities will be deductible
for Federal income tax purposes.
In the event that the Issuer elects to exercise its right to shorten
the maturity of the Securities upon the occurrence of a Tax Event, the Issuer
will mail a notice of shortened maturity to each Holder of record of the
Securities by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
a nationally recognized independent tax counsel to the effect that on or after
December 12, 1996, as a result of (a) any amendment to, clarification of, or
change (including any announced prospective change) in laws, or any regulations
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action"), or (c) any amendment
to, clarification of, or change in the official position or the interpretation
of such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, on or after December
12, 1996, such change in tax law creates a more than insubstantial risk that
interest paid by the Company on the Securities is not, or will not be,
deductible, in whole or in part, by the Company for purposes of United States
Federal income tax.
As provided in the Indenture and subject to certain limitations set
forth therein and to the limitations described below, if applicable, the
transfer of this Security is registerable in the Security Register upon
surrender of this Security for registration of transfer at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar (which shall
initially be the Trustee, at its principal corporate trust office in The City
of New York) duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities with like
terms and conditions, of authorized denominations and for the same maturity
and 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 Issuer 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 Issuer, 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 none of
the Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
-----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------
---------------------------
------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the
-----------------
books of the Issuer, with full power of substitution in the premises.
Dated:
----------
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE MUST BE
GUARANTEED by a commercial bank, a
trust company or by a member of the New
York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
TRANSFER CERTIFICATION
In connection with any transfer of this Security occurring prior to
the date which is the earlier of three years after the later of the original
issuance of this Security or the last date on which this Security was held by
an Affiliate of the Issuer, the undersigned confirms that without utilizing any
general solicitation or general advertising that:
[Check One]
[ ] (a) this Security is being transferred in compliance with the
exemption from registration under the Securities Act of 1933,
as amended, provided by Rule 144A thereunder.
[ ] (b) this Security is being transferred other than in accordance
with (a) above and documents are being furnished which comply
with the conditions of transfer set forth in this Security and
the Indenture.
If none of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Security in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.6 of the First
Supplemental Indenture shall have been satisfied.
Date:
----------------- --------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within-mentioned instrument in
every particular, without alteration or any
change whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that each of it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it or such
account is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Issuer as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated:
----------------- --------------------------------------
NOTICE: To be executed by an executive
officer.
Exhibit C
[FORM OF EXCHANGE DEBENTURE]
[FORM OF FACE OF SECURITY]
CUSIP NO.
-------------
No. $
------ ----------
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% Debentures due 2096
ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), for value received, hereby
promises to pay to , or registered assigns, the principal sum of
--------
_ United States Dollars at the office or agency of the
----------------------
Issuer referred to below, on September 15, 2096 and to pay interest,
semi-annually on March 15 and September 15 of each year, on said principal sum
at said office or agency, at the rate of 7.70% per annum, from the March 15 or
September 15, as the case may be, next preceding the date of this Security to
which interest has been paid, unless the date hereof is the date to which
interest has been paid, in which case from the date of this Security, or
unless no interest has been paid on the Securities, in which case from
December 17, 1996, until payment of said principal sum has been made or duly
provided for, provided, however, that payment of interest may be made at the
option of the Issuer (i) by check mailed to the address of the Person entitled
thereto as such address shall appear on the register of Securities or (ii) by
transfer in immediately available funds to an account maintained by the Person
entitled thereto with a bank located in the United States as designated by
such Person not less than 15 calendar days prior to the date interest is
payable; provided, further, that if the date hereof is after the first day of
the calendar month preceding any March 15 or September 15, as the case may be,
and prior to such March 15 or September 15, this Security shall bear interest
from such March 15 or September 15; provided, further, that if and to the
extent that the Issuer shall default in the payment of interest due on any
March 15 or September 15, then this Security shall bear interest from the next
preceding March 15 or September 15 to which interest has been paid, or, if no
interest has been paid on the Securities, from December 17, 1996. The
interest so payable on any March 15 or September 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered at the close of
business on the first day of the calendar month preceding such March 15 or
September 15; provided that the interest payable at maturity shall be payable
to the Person to whom principal shall be payable. Notwithstanding the
foregoing, (i) interest on Exchange Debentures (as defined in the First
Supplemental Indenture referred to herein) and Restricted Exchange Debentures
(as defined in such First Supplemental Indenture) will accrue as provided in
such First Supplemental Indenture and the Registration Rights Agreement (as
defined in such First Supplemental Indenture), and (ii) Liquidated Damages (as
defined in such First Supplemental Indenture), if any, that accrue on Original
Debentures prior to the exchange of such Original Debentures for Exchange
Debentures shall be payable to the Persons, at the times and otherwise on the
terms provided in such First Supplemental Indenture and the Registration Rights
Agreement.
Reference is made to the further provisions of this Security set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Illinois Central Railroad Company has caused this
instrument to be executed in its name and on its behalf by the signature of
the Chief Financial Officer and by the signature of its Vice President and has
caused its corporate seal to be affixed hereunto or imprinted hereon.
Dated: ,
---------- ----
[SEAL] ILLINOIS CENTRAL RAILROAD COMPANY
By:
------------------------------
By:
------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-------------------------------
Authorized Officer
[Reverse of Security]
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% DEBENTURES DUE 2096
This Security is one of a duly authorized series of Securities of the
Issuer, designated as its 7.70% Debentures due 2096 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) to the aggregate principal amount of $125,000,000, all issued or to
be issued under and pursuant to an Indenture, dated as of July 25, 1996, as
supplemented by the First Supplemental Indenture dated as of December 17, 1996
(said Indenture, as supplemented by such First Supplemental Indenture and as
it may be further supplemented and amended, being herein called the
"Indenture"), duly executed and delivered by the Company and The Chase
Manhattan Bank, as Trustee (herein called the "Trustee", which term shall
include any successor Trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities
are issuable in registered form only, without coupons, in denominations of
$1,000 and integral multiples thereof; provided that Restricted Certificated
Debentures (as defined in the Indenture) shall be issued in minimum
denominations of $100,000 and integral multiples of $1,000 above that amount.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include this Security.
Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months. If the date of maturity or of payment
of interest or principal of the Securities or the date fixed for redemption of
any Security shall not be a Business Day (as defined in the Indenture), then
payment of interest or principal will be made on the next succeeding Business
Day, with the same force and effect as if made on the date of maturity or of
payment of interest or principal or the date fixed for redemption, and no
additional interest shall accrue by reason of the postponement of any payment
from such originally scheduled date to such next succeeding Business Day.
The Securities may not be redeemed prior to September 15, 2026. The
Securities will be subject to redemption at any time on or after September 15,
2026, at the option of the Issuer, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount), plus
accrued and unpaid interest to the redemption date, if redeemed during the
12-month period beginning September 15 of the years indicated below:
Year Redemption Price Year Redemption Price Year Redemption Price
2026...... 102.92% 2033... 101.90% 2040.................. 100.88%
2027...... 102.77% 2034... 101.75% 2041.................. 100.73%
2028...... 102.63% 2035... 101.60% 2042.................. 100.58%
2029...... 102.48% 2036... 101.46% 2043.................. 100.44%
2030...... 102.33% 2037... 101.31% 2044.................. 100.29%
2031...... 102.19% 2038... 101.17% 2045.................. 100.15%
2032...... 102.04% 2039... 101.02% 2046 and thereafter... 100.00%
Notice of such redemption shall be mailed not less than 30 nor more than 60
days prior to the date fixed for redemption to the Holders of Securities to be
redeemed, all as provided in the Indenture, in the circumstances set forth in
this paragraph.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest on this Security (or portion hereof if this
Security is redeemed in part) shall cease to accrue upon the date duly fixed
for redemption of this Security (or portion hereof if this Security is
redeemed in part).
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof and interest hereon 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 permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Issuer and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Issuer on this Security and (b) certain
restrictive covenants and the related Events of Default, upon compliance by
the Issuer with certain conditions set forth therein, which provisions apply
to this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Security at the place, at the respective times, at the rate
and in the coin or currency prescribed herein.
Upon occurrence of a Tax Event, the Issuer shall have the right to
shorten the maturity of the Securities to the extent required, in the opinion
of a nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the Securities will be deductible
for Federal income tax purposes.
In the event that the Issuer elects to exercise its right to shorten
the maturity of the Securities upon the occurrence of a Tax Event, the Issuer
will mail a notice of shortened maturity to each Holder of record of the
Securities by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
a nationally recognized independent tax counsel to the effect that on or after
December 12, 1996, as a result of (a) any amendment to, clarification of, or
change (including any announced prospective change) in laws, or any regulations
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action"), or (c) any amendment
to, clarification of, or change in the official position or the interpretation
of such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, on or after December
12, 1996, such change in tax law creates a more than insubstantial risk that
interest paid by the Company on the Securities is not, or will not be,
deductible, in whole or in part, by the Company for purposes of United States
Federal income tax.
As provided in the Indenture and subject to certain limitations set
forth therein and to the limitations described below, if applicable, the
transfer of this Security is registerable in the Security Register upon
surrender of this Security for registration of transfer at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar (which shall
initially be the Trustee, at its principal corporate trust office in The City
of New York) duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities with like
terms and conditions, of authorized denominations and for the same maturity
and aggregate principal amount, will be issued to the designated transferee or
transferees.
If this Security is a Registered Global Security, this Security is
exchangeable for certificated Securities only upon the terms and conditions
provided in the Indenture. Except as provided above, owners of beneficial
interests in this Registered Global Security will not be entitled to receive
physical delivery of Securities in certificated registered form and will not be
considered the Holders thereof for any purpose under the Indenture.
No service charge shall be made for any such registration of transfer
or exchange, but the Issuer 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 Issuer, 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 none of
the Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
-----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------
---------------------------
------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the
-----------------
books of the Issuer, with full power of substitution in the premises.
Dated:
----------
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE MUST BE
GUARANTEED by a commercial bank, a
trust company or by a member of the New
York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Exhibit D
[FORM OF RESTRICTED EXCHANGE DEBENTURE]
[FORM OF FACE OF SECURITY]
THE SECURITY EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN
THREE YEARS AFTER THE ORIGINAL ISSUANCE OF THE SECURITY EVIDENCED HEREBY
RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO
ILLINOIS CENTRAL RAILROAD COMPANY (THE "ISSUER"), (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE CHASE MANHATTAN BANK, AS TRUSTEE, A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) PURSUANT TO OFFERS OR SALES THAT
OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY TO THEM OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY
EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED HEREBY
WITHIN THREE YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH SECURITY, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE CHASE MANHATTAN
BANK, AS TRANSFER AGENT. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR AND IN CERTAIN OTHER CASES NOTED ABOVE, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE ISSUER AND THE CHASE MANHATTAN BANK, AS
TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
THEY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
AFTER THE EXPIRATION OF THREE YEARS FROM THE ORIGINAL ISSUANCE OF THE SECURITY
EVIDENCED HEREBY. TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE FIRST
SUPPLEMENTAL INDENTURE REFERRED TO HEREIN.
CUSIP NO.
-------------
No. $
----- ---------------
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% Debentures due 2096
ILLINOIS CENTRAL RAILROAD COMPANY, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Issuer"), for value received, hereby
promises to pay to ________, or registered assigns, the principal sum of
_______________________ United States Dollars at the office or agency of the
Issuer referred to below, on September 15, 2096 and to pay interest,
semi-annually on March 15 and September 15 of each year, on said principal sum
at said office or agency, at the rate of 7.70% per annum, from the March 15 or
September 15, as the case may be, next preceding the date of this Security to
which interest has been paid, unless the date hereof is the date to which
interest has been paid, in which case from the date of this Security, or
unless no interest has been paid on the Securities, in which case from
December 17, 1996, until payment of said principal sum has been made or duly
provided for, provided, however, that payment of interest may be made at the
option of the Issuer (i) by check mailed to the address of the Person entitled
thereto as such address shall appear on the register of Securities or (ii) by
transfer in immediately available funds to an account maintained by the Person
entitled thereto with a bank located in the United States as designated by
such Person not less than 15 calendar days prior to the date interest is
payable; provided, further, that if the date hereof is after the first day of
the calendar month preceding any March 15 or September 15, as the case may be,
and prior to such March 15 or September 15, this Security shall bear interest
and from such March 15 or September 15; provided, further, that if and to the
extent that the Issuer shall default in the payment of interest due on any
March 15 or September 15, then this Security shall bear interest from the next
preceding March 15 or September 15 to which interest has been paid, or, if no
interest has been paid on the Securities, from December 17, 1996. The
interest so payable on any March 15 or September 15 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered at the close of
business on the first day of the calendar month preceding such March 15 or
September 15; provided that the interest payable at maturity shall be payable
to the Person to whom principal shall be payable. Notwithstanding the
foregoing, (i) interest on Exchange Debentures (as defined in the First
Supplemental Indenture referred to herein) and Restricted Exchange Debentures
(as defined in such First Supplemental Indenture) will accrue as provided in
such First Supplemental Indenture and the Registration Rights Agreement (as
defined in such First Supplemental Indenture), and (ii) Liquidated Damages (as
defined in such First Supplemental Indenture), if any, that accrue on Original
Debentures prior to the exchange of such Original Debentures for Exchange
Debentures shall be payable to the Persons, at the times and otherwise on the
terms provided in such First Supplemental Indenture and the Registration
Rights Agreement.
Reference is made to the further provisions of this Security set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Illinois Central Railroad Company has caused this
instrument to be executed in its name and on its behalf by the signature of
the Chief Financial Officer and by the signature of its Vice President and has
caused its corporate seal to be affixed hereunto or imprinted hereon.
Dated: ,
---------- ----
[SEAL] ILLINOIS CENTRAL RAILROAD COMPANY
By:
------------------------------
By:
------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-------------------------------
Authorized Officer
[Reverse of Security]
ILLINOIS CENTRAL RAILROAD COMPANY
7.70% DEBENTURES DUE 2096
This Security is one of a duly authorized series of Securities of the
Issuer, designated as its 7.70% Debentures due 2096 (herein called the
"Securities"), limited (except as otherwise provided in the Indenture referred
to below) to the aggregate principal amount of $125,000,000, all issued or to
be issued under and pursuant to an Indenture, dated as of July 25, 1996, as
supplemented by the First Supplemental Indenture dated as of December 17, 1996
(said Indenture, as supplemented by such First Supplemental Indenture and as
it may be further supplemented and amended, being herein called the
"Indenture"), duly executed and delivered by the Company and The Chase
Manhattan Bank, as Trustee (herein called the "Trustee", which term shall
include any successor Trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The Securities
are issuable in registered form only, without coupons, in denominations of
$1,000 and integral multiples thereof; provided that Restricted Certificated
Debentures (as defined in the Indenture) shall be issued in minimum
denominations of $100,000 and integral multiples of $1,000 above that amount.
All terms used in this Security which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
shall be deemed to include this Security.
Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months. If the date of maturity or of payment
of interest or principal of the Securities or the date fixed for redemption of
any Security shall not be a Business Day (as defined in the Indenture), then
payment of interest or principal will be made on the next succeeding Business
Day, with the same force and effect as if made on the date of maturity or of
payment of interest or principal or the date fixed for redemption, and no
additional interest shall accrue by reason of the postponement of any payment
from such originally scheduled date to such next succeeding Business Day.
The Securities may not be redeemed prior to September 15, 2026. The
Securities will be subject to redemption at any time on or after September 15,
2026, at the option of the Issuer, in whole or in part, at the following
redemption prices (expressed as percentages of the principal amount), plus
accrued and unpaid interest to the redemption date, if redeemed during the
12-month period beginning September 15 of the years indicated below:
Year Redemption Price Year Redemption Price Year Redemption Price
2026...... 102.92% 2033... 101.90% 2040.................. 100.88%
2027...... 102.77% 2034... 101.75% 2041.................. 100.73%
2028...... 102.63% 2035... 101.60% 2042.................. 100.58%
2029...... 102.48% 2036... 101.46% 2043.................. 100.44%
2030...... 102.33% 2037... 101.31% 2044.................. 100.29%
2031...... 102.19% 2038... 101.17% 2045.................. 100.15%
2032...... 102.04% 2039... 101.02% 2046 and thereafter... 100.00%
Notice of such redemption shall be mailed not less than 30 nor more than 60
days prior to the date fixed for redemption to the Holders of Securities to be
redeemed, all as provided in the Indenture, in the circumstances set forth in
this paragraph.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest on this Security (or portion hereof if this
Security is redeemed in part) shall cease to accrue upon the date duly fixed
for redemption of this Security (or portion hereof if this Security is
redeemed in part).
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof and interest hereon 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 permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Issuer and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Issuer and the Trustee with
the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of the Holders of all the Securities of such series, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Issuer on this Security and (b) certain
restrictive covenants and the related Events of Default, upon compliance by
the Issuer with certain conditions set forth therein, which provisions apply
to this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Security at the place, at the respective times, at the rate
and in the coin or currency prescribed herein.
Upon occurrence of a Tax Event, the Issuer shall have the right to
shorten the maturity of the Securities to the extent required, in the opinion
of a nationally recognized independent tax counsel, such that, after the
shortening of the maturity, interest paid on the Securities will be deductible
for Federal income tax purposes.
In the event that the Issuer elects to exercise its right to shorten
the maturity of the Securities upon the occurrence of a Tax Event, the Issuer
will mail a notice of shortened maturity to each Holder of record of the
Securities by first-class mail not more than 60 days after the occurrence of
such Tax Event, stating the new maturity date of the Debentures. Such notice
shall be effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion of
a nationally recognized independent tax counsel to the effect that on or after
December 12, 1996, as a result of (a) any amendment to, clarification of, or
change (including any announced prospective change) in laws, or any regulations
thereunder, of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action"), or (c) any amendment
to, clarification of, or change in the official position or the interpretation
of such Administrative Action or judicial decision that differs from the
theretofore generally accepted position, in each case, on or after December
12, 1996, such change in tax law creates a more than insubstantial risk that
interest paid by the Company on the Securities is not, or will not be,
deductible, in whole or in part, by the Company for purposes of United States
Federal income tax.
As provided in the Indenture and subject to certain limitations set
forth therein and to the limitations described below, if applicable, the
transfer of this Security is registerable in the Security Register upon
surrender of this Security for registration of transfer at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Registrar (which shall
initially be the Trustee, at its principal corporate trust office in The City
of New York) duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities with like
terms and conditions, of authorized denominations and for the same maturity
and 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 Issuer 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 Issuer, 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 none of
the Issuer, the Trustee or any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as through they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
Additional abbreviations may also be used though not in the
above list.
-----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------------
---------------------------
------------------------------------------------------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Security on the
-----------------
books of the Issuer, with full power of substitution in the premises.
Dated:
----------
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE MUST BE
GUARANTEED by a commercial bank, a
trust company or by a member of the New
York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
TRANSFER CERTIFICATION
In connection with any transfer of this Security occurring prior to
the date which is the earlier of three years after the later of the original
issuance of this Security or the last date on which this Security was held by
an Affiliate of the Issuer, the undersigned confirms that without utilizing any
general solicitation or general advertising that:
[Check One]
[ ] (a) this Security is being transferred in compliance with the
exemption from registration under the Securities Act of 1933,
as amended, provided by Rule 144A thereunder.
[ ] (b) this Security is being transferred other than in accordance
with (a) above and documents are being furnished which comply
with the conditions of transfer set forth in this Security and
the Indenture.
If none of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Security in the name of any Person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.6 of the First
Supplemental Indenture referred to herein shall have been satisfied.
Date:
-------------------- ------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within-mentioned instrument in
every particular, without alteration or any
change whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in
order to claim the exemption from registration provided by Rule 144A.
Dated:
-------------------- --------------------------------------
NOTICE: To be executed by an executive
officer.
Exhibit E
[FORM OF INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE]
,
--------------- ----
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Global Trust Services
Re: Illinois Central Railroad Company
7.70% Debentures due 2096
---------------------------------
Ladies and Gentlemen:
In connection with our purchase of $ principal amount
----------
of 7.70% Debentures due 2096 (the "Debentures") of Illinois Central Railroad
Company (the "Issuer"), we represent, warrant, agree and acknowledge as
follows:
1. The Debentures have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
other applicable securities law and may not be offered, sold or
otherwise transferred except in compliance with the registration
requirements of the Securities Act and any other applicable
securities law, pursuant to an exemption therefrom or in a transaction
not subject thereto, and in each case in compliance with the terms of
this letter.
2. We are an institutional investor that is an "accredited
investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act). We have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and
risks of an investment in the Debentures; we and any accounts for
which we are acting are acquiring the Debentures for investment
purposes and not with a view to, or offer or sale in connection with,
any distribution in violation of the Securities Act, and we and any
accounts for which we are acting are each able to bear the economic
risk of our or its investments.
3. We are acquiring the Debentures purchased by us for our
account or for one or more accounts (each of which is an
institutional "accredited investor" as defined above) as to each of
which we exercise sole investment discretion and for each of which we
are acquiring not less than $100,000 total principal amount of
Debentures.
4. We have received a copy of the Offering Memorandum, dated
December 12, 1996, relating to the Debentures and such other adequate
information concerning the Company and the Debentures as we deem
necessary to make an informed investment decision with respect to our
purchase of the Debentures. We acknowledge that we have read and
acknowledge, represent and agree to the matters stated in such
Offering Memorandum, including the restrictions on duplication and
circulation of such Offering Memorandum.
5. We understand that the Debentures are being sold to us
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. We are not
purchasing the Debentures with a view to the resale, distribution or
other disposition thereof.
6. If, within three years after the original issuance of the
Debentures, we should decide to dispose of any Debentures, we shall
not offer, sell, transfer, pledge, hypothecate or otherwise dispose
of any Debentures except:
(a) to the Company;
(b) pursuant to a registration statement which has been
declared effective under the Securities Act;
(c) for so long as the Debentures are eligible for
resale pursuant to Rule 144A under the Securities Act, to a
person we reasonably believe is a qualified institutional buyer
under Rule 144A (a "QIB") that purchases for its own account or
for the account of a QIB and to whom notice is given that the
transfer is being made in reliance on Rule 144A;
(d) inside the United States to an institutional
investor that (i) is an "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and
(ii) prior to such transfer, such "accredited investor"
furnishes to The Chase Manhattan Bank, as Trustee, a signed
letter substantially to the effect of this letter (the form of
which can be obtained from such Trustee);
(e) pursuant to offers and sales that occur outside the
United States in compliance with Rule 904 under the Securities
Act, or
(f) pursuant to any other available exemption from the
registration requirements of the Securities Act,
subject in each of the foregoing cases, to any requirement of law that the
disposition of our property or the property of such investor account or
accounts be at all times within our or their control and to compliance with
any applicable state securities laws.
7. We understand that, prior to any proposed transfer of any
Debentures within three years after the original issuance of the
Debentures pursuant to paragraphs 6(d), 6(e) and 6(f), we shall be
required to furnish to the Company and The Chase Manhattan Bank, as
Trustee, such certifications, legal opinions or other information as
they may reasonably require to confirm that the proposed transfer is
being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
8. We understand that the certificates representing the
Debentures will, until the third anniversary of the original issuance
of the Debentures or upon the earlier satisfaction of the Company that
such Debentures have been or are being offered and sold in compliance
with Rule 904 under the Securities Act, bear a legend substantially
to the effect set forth in paragraphs 1, 6 and 7 hereof.
9. We will give to each transferee of such Debentures notice
of any restrictions on transfer of such securities.
10. None of you has made any representation to us with
respect to the Company or the offering or sale of any Debentures,
other than the information contained or incorporated by reference in
this Offering Memorandum, which Offering Memorandum has been
delivered to us and upon which we are relying in making our investment
decision with respect to the Debentures.
11. That you will rely upon the truth and accuracy of the
foregoing acknowledgments, representations and agreements and agrees
that, if any of the acknowledgments, representations or warranties
deemed to have been made by us by our purchase of the Debentures are
no longer accurate, we shall promptly notify Xxxxxx Brothers Inc. and
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.
12. We shall preserve copies of this letter and all related
letters, certifications, legal opinions, notices and other documents,
and upon request shall furnish you with copies thereof. You and the
Trustee are entitled to rely on such documents and we irrevocably
authorize you to produce such documents in connection with an
administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
13. As used herein, the term "United States" has the meaning
given to it by Rule 904 under the Securities Act.
Upon transfer, the Debentures would be registered in the name
of the new beneficial owner as follows:
Name:
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Address:
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Taxpayer ID Number:
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Very truly yours,
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(Name of Purchaser)
By:
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Date:
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Exhibit F
[FORM OF RESTRICTED EXCHANGE DEBENTURE TRANSFER CERTIFICATE]
In connection with a sale, for value, of 7.70% Debentures due
2096 (the "Debentures") of Illinois Central Railroad Company (the "Company"),
the undersigned Holder confirms the following with respect to the undersigned's
sale of a Restricted Exchange Debenture (Certificate No. ):
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(a) The undersigned is listed as a "Selling Securityholder"
in the Shelf Registration Statement with respect to the
Securities (the "Registration Statement").
(b) The sale is being made pursuant to the plan of
distribution described in the Prospectus which is part of the
Registration Statement (as supplemented by all supplements and
post-effective amendments thereto, the "Prospectus").
(c) The Debenture described above is submitted for
registration of transfer in connection with a change of
beneficial ownership resulting from a sale or other transfer
for value.
(d) The undersigned Holder has delivered to the transferee a
Prospectus in connection with the sale of the above-described
Debenture under the above-mentioned Registration Statement, or
has delivered to the Registrar an opinion of counsel,
acceptable to the Registrar, to the effect that delivery of a
Prospectus is not required under the Securities Act of 1933, as
amended.
Defined terms used but not defined herein have the meanings
assigned in the Indenture dated as of July 25, 1996, as supplemented by the
First Supplemental Indenture dated as of December 17, 1996, relating to the
Debentures.
Name of
Selling Holder
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Signed
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Date:
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