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6 1/2% SENIOR NOTES DUE 2008
THE DIAL CORPORATION
ISSUER
and
NORWEST BANK ARIZONA, N.A.
TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 23, 1998
Supplementing that certain
Indenture
Dated as of September 23, 1998
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TABLE OF CONTENTS
PAGE
ARTICLE ONE - ISSUANCE OF NOTES
Section 101. Issuance of Notes; Principal Amount; Maturity...................3
Section 102. Interest on the Notes; Payment of Interest......................3
ARTICLE TWO - CERTAIN DEFINITIONS
Section 201. Certain Definitions.............................................4
ARTICLE THREE - CERTAIN COVENANTS
Section 301. Limitation on Liens.............................................7
Section 302. Limitation on Sales and Leasebacks..............................9
Section 303. Maintenance of Properties......................................10
Section 304. Insurance......................................................10
Section 305. Payment of Taxes and Other Claims..............................11
ARTICLE FOUR - REDEMPTION OF NOTES
Section 401. Right of Redemption............................................11
ARTICLE FIVE - MISCELLANEOUS
Section 501. Applicability of Certain Indenture Provisions..................12
Section 502. Reference to and Effect on the Indenture.......................12
Section 503. Waiver of Certain Covenants....................................12
Section 504. Governing Law..................................................13
Section 505. Supplemental Indenture May be Executed In Counterparts.........13
Section 506. Effect of Headings.............................................13
Section 507. Separability...................................................13
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This FIRST SUPPLEMENTAL INDENTURE, dated as of September 23, 1998 (the
"Supplemental Indenture"), between THE DIAL CORPORATION, a Delaware corporation
(the "Company"), and NORWEST BANK ARIZONA, N.A., a national banking association
organized and existing under the laws of the United States of America, as
Trustee (the "Trustee"), supplementing that certain Indenture, dated as of
September 23, 1998 (the "Base Indenture"), between the Company and the Trustee
(such Base Indenture, as supplemented by this Supplemental Indenture for this
series of Securities, being referred to herein as the "Indenture").
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of the Base
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series as provided for in the Base Indenture heretofore executed and delivered.
Section 901(l) of the Base Indenture provides that, without the consent of
the Holders of the Securities of any series, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more supplemental indentures to the Base Indenture to establish the
form or terms of Securities of any series as contemplated by Sections 201 and
301 of the Base Indenture.
The Company proposes to issue a series of Securities denominated "6 1/2%
Senior Notes due 2008" (such Securities being referred to herein as the "Notes")
pursuant to the terms of this Supplemental Indenture and substantially in the
form set forth below, in each case with such appropriate insertions, omissions,
substitutions, and other variations as are required or permitted by the Base
Indenture and this Supplemental Indenture, and with such letters, numbers, or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of such Securities.
This Supplemental Indenture is subject to, and governed by, the provisions
of the Trust Indenture Act that are required to be a part of and to govern
indentures qualified under the Trust Indenture Act.
All things necessary to make this Supplemental Indenture a valid agreement
of the Company, in accordance with its terms, have been done.
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NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
ARTICLE ONE
ISSUANCE OF NOTES
Section 101. Issuance of Notes; Principal Amount; Maturity. (a) On or
about September 23, 1998, the Company shall issue and deliver to the Trustee,
and the Trustee shall authenticate, Notes substantially in the form set forth in
Exhibit A, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Base
Indenture and this Supplemental Indenture, and with such letters, numbers, or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of such Notes.
(b) There is hereby authorized a series of Securities designated "6 1/2%
Senior Notes due 2008" limited to an aggregate principal amount of $200,000,000.
The Notes shall mature on September 15, 2008, which shall be the Stated Maturity
of the Notes.
Section 102. Interest on the Notes; Payment of Interest. (a) The Notes
shall bear interest at the rate of 6 1/2% per annum from and including September
23, 1998 until the principal amount thereof is due and at a rate of 6 1/2% per
annum on any overdue principal and premium, if any, and, to the extent permitted
by law, on any overdue interest. Interest shall be payable on March 15 and
September 15 of each year (each, an "Interest Payment Date"), commencing March
15, 1999. Interest will be computed on the basis of a 360-day year of twelve
30-day months.
(b) The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name a Note is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.
(c) Payment of the principal of (and premium, if any) and any interest on
the Notes shall be made at the designated Corporate Trust Office of the Trustee
or at the office of its agent maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address appears in the Security Register.
The Company hereby initially designates the Trustee as Paying Agent,
Security Registrar, transfer agent and custodian, and the designated Corporate
Trust Office of the Trustee or the office of its agent located in the Borough of
Manhattan, The City of New York, as the offices or agencies
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where the Notes may be surrendered for registration of transfer or exchange or
presentation for payment or redemption and where notices and demands to or upon
the Company in respect of the Notes or this Supplemental Indenture may be
received.
ARTICLE TWO
CERTAIN DEFINITIONS
Section 201. Certain Definitions. The terms defined in this Section 201
(except as herein otherwise expressly provided or unless the context of this
Supplemental Indenture otherwise requires) for all purposes of this Supplemental
Indenture and of any indenture supplemental hereto have the respective meanings
specified in this Section 201. All other terms used in this Supplemental
Indenture that are defined in the Base Indenture or the Trust Indenture Act,
either directly or by reference therein (except as herein otherwise expressly
provided or unless the context of this Supplemental Indenture otherwise
requires), have the respective meanings assigned to such terms in the Base
Indenture or the Trust Indenture Act, as the case may be, as in force at the
date of this Supplemental Indenture as originally executed.
"Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for a term of more than 12 months, at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any subsequent renewal or other extension options held by the
lessee), discounted from the respective due dates thereof to such date at a rate
per annum equal to the prevailing market interest rate, at the time such lease
was entered into, on United States Treasury obligations having a maturity
substantially the same as the average term of such lease, plus 3%. The net
amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid by such lessee, whether
or not designated as rent or additional rent, on account of maintenance and
repairs, services, insurance, taxes, assessments, water rates and similar
charges and contingent rents (such as those based on sales). In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such net
amount of rent shall include the lesser of (i) the total discounted net amount
of rent required to be paid from the later of the first date upon which such
lease may be so terminated or the date of the determination of such net amount
of rent, as the case may be, and (ii) the amount of such penalty (in which event
no rent shall be considered as required to be paid under such lease subsequent
to the first date upon which it may be so terminated).
"Comparable Treasury Issue" has the meaning ascribed thereto in Section
401 hereof.
"Comparable Treasury Price" has the meaning ascribed thereto in Section
401 hereof.
"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities
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(excluding any current liabilities which are by their terms extendible or
renewable at the option of the obligor thereon to a time more than 12 months
after the time as of which the amount thereof is being computed or which is
supported by other borrowings with a maturity of more than 12 months from the
date of calculation, (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles and (iii)
appropriate adjustments on account of minority interests of other Persons
holding stock of the Company's Subsidiaries, all as set forth on the most recent
balance sheet of the Company and its consolidated Subsidiaries (but, in any
event, as of a date within 150 days of the date of determination) in each case
excluding intercompany items and computed in accordance with generally accepted
accounting principles as in effect from time to time.
"Debt" means notes, bonds, debentures and other similar evidences of
indebtedness for money borrowed.
"Generally Accepted Accounting Principles" means generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, applied on a
consistent basis and as in effect from time to time.
"Independent Investment Banker" has the meaning ascribed thereto in
Section 401 hereof.
"Lien" means any pledge, mortgage, lien, charge, encumbrance or security
interest.
"Permitted Liens" means (i) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business; (ii) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded, provided that any reserve or other
appropriate provision as shall be required in conformity with Generally Accepted
Accounting Principles shall have been made therefor; (iii) Liens securing
reimbursement obligations with respect to letters of credit (whether or not
issued under the Credit Agreement) otherwise permitted under the Indenture and
issued in connection with the purchase of inventory or equipment by the Company
or any Subsidiary in the ordinary course of business; (iv) Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, landlords, operators, repairmen
and other similar Liens incurred in the ordinary course of business; (v)
easements, rights-of-way zoning restrictions, reservations, encroachments and
other similar encumbrances in respect of real property, which do not, in the
opinion of the Company, materially impair the use of such property in the
operation of the business of the Company or the value of such property; (vi)
Liens upon specific items of inventory or equipment and proceeds of the Company
or any Subsidiary securing its obligations in respect of bankers' acceptances
issued or created for its account to facilitate the purchase, shipment, or
storage of such inventory and equipment; (vii) leases or subleases granted to
others in the ordinary course of business that do not
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materially interfere with the business of the Company and its subsidiaries;
(viii) Liens incurred or deposits made in the ordinary course of business in
connection with workers' compensation, unemployment insurance, and other types
of social security, including any Liens securing letters of credit issued in the
ordinary course of business consistent with past practice in connection
therewith, or to secure the performance of tenders, statutory obligations,
surety and appeal bonds, bids, leases, government contracts, performance and
return-of-money bonds or other similar obligations (exclusive of obligations for
the payment of borrowed money); (ix) Liens incurred or deposits made to secure
liability to insurance carriers under insurance or self-insurance arrangements,
including liens of judgments thereunder that are not currently dischargeable;
(x) Liens on any property held in trust pursuant to defeasance or covenant
defeasance provisions governing indebtedness of the Company or any Restricted
Subsidiary arising in connection with any defeasance or covenant defeasance of
such indebtedness; (xi) Liens to secure (or encumbering deposits securing)
obligations arising from warranty or contractual service obligations of the
Company or any Restricted Subsidiary, including rights of offset and setoff; and
(xii) Liens incurred in connection with repurchase, swap or other similar
agreements.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof or any other entity.
"Principal Property" means any manufacturing plant, distribution center or
warehouse, together with the land upon which it is erected and fixtures
comprising a part thereof, in each case, owned by the Company or any Restricted
Subsidiary and located in the United States, the gross book value (without
deduction of any reserve for depreciation) of which on the date as of which the
determination is being made is an amount which exceeds 1% of Consolidated Net
Tangible Assets but not including such manufacturing plants, distribution
centers or warehouses or portions thereof which in the opinion of the Company,
together with all such other manufacturing plants, distribution centers and
warehouses or portions thereof previously so declared, is not of material
importance to the total business conducted by the Company and its Subsidiaries
as an entirety.
"Redemption Date" has the meaning ascribed thereto in Section 401 hereof.
"Redemption Price" has the meaning ascribed thereto in Section 401 hereof.
"Reference Treasury Dealer" has the meaning ascribed thereto in Section
401 hereof.
"Reference Treasury Dealer Quotations" has the meaning ascribed thereto in
Section 401 hereof.
"Restricted Securities" has the meaning ascribed thereto in Section 301
hereof.
"Restricted Subsidiary" means any Subsidiary of the Company which, at the
time of determination, owns Principal Property.
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"Sale and Leaseback Transaction" has the meaning ascribed thereto in
Section 302 hereof.
"Treasury Rate" has the meaning ascribed thereto in Section 401 hereof.
ARTICLE THREE
CERTAIN COVENANTS
Subject to Article Fourteen of the Base Indenture, the following covenants
shall be applicable to the Company for so long as any of the Notes are
outstanding in addition to the covenants contained in the Base Indenture.
Section 301. Limitation on Liens. The Company will not itself, and will
not permit any Restricted Subsidiary to, create, incur, issue or assume any Debt
secured by any Lien on any Principal Property owned by the Company or any
Restricted Subsidiary, and the Company will not itself, and will not permit any
Restricted Subsidiary to, create, incur, issue or assume any Debt secured by any
Lien on any shares of stock or Debt of any Restricted Subsidiary (such shares of
stock or Debt of any Restricted Subsidiary being called "Restricted
Securities"), without in any such case effectively providing that the Notes
(together with, if the Company shall so determine, any other Debt of the Company
or such Restricted Subsidiary then existing or thereafter created which is not
subordinate to the Notes) shall be secured equally and ratably with (or prior
to) such secured Debt, for so long as such other secured Debt shall be so
secured, unless after giving effect thereto, the aggregate principal amount of
all such secured Debt then outstanding plus the Attributable Debt of the Company
and its Restricted Subsidiaries in respect of Sale and Leaseback Transactions
involving Principal Properties entered into after the date of the first issuance
by the Company of Notes under this Supplemental Indenture (other than Sale and
Leaseback Transactions permitted by paragraph (b) of Section 302 hereof) would
not exceed an amount equal to 10% of the Company's Consolidated Net Tangible
Assets; provided, however, that nothing contained in this Section 301 shall
prevent, restrict or apply to, and there shall be excluded from secured Debt in
any computation under this Section 301, Debt secured by:
(a) Liens on any Principal Property or Restricted Securities of the
Company or any Subsidiary existing as of the date of the first issuance by
the Company of the Notes;
(b) Liens on any Principal Property or Restricted Securities of any
Person existing at the time such Person becomes a Restricted Subsidiary,
or arising thereafter whether or not the obligations secured by such Liens
are assumed by the Company or a Restricted Subsidiary (i) otherwise than
in connection with the borrowing of money arranged thereafter and (ii)
pursuant to contractual commitments entered into prior to and not in
contemplation of such Person's becoming a Restricted Subsidiary;
(c) Liens on any Principal Property or Restricted Securities of the
Company or any Subsidiary existing at the time of acquisition thereof
(including acquisition through
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merger or consolidation or acquisition of stock or assets or otherwise) or
securing the payment of all or any part of the purchase price or
construction cost of the Principal Property or Restricted Securities or
securing any Debt incurred prior to, at the time of or within 180 days
after the acquisition of such Principal Property or Restricted Securities
or the completion of any such construction, whichever is later, for the
purpose of financing all or any part of the purchase price or construction
cost thereof (provided such Liens are limited to such Principal Property
or Restricted Securities, to improvements on such Principal Property and
to any other property or assets not then constituting a Principal Property
or Restricted Security);
(d) Permitted Liens;
(e) to the extent not covered by (d) above, pledges or deposits,
Liens resulting from litigation or judgments, taxes or other governmental
charges or landlord or tenant rights and other Liens incidental to the
conduct of the business or the ownership of the property and assets of the
Company or a Restricted Subsidiary which were not incurred in connection
with borrowing of money or the obtaining of advances or credit, and which
do not, in the opinion of the Company, materially detract from the value
of the property or assets or materially impair the use thereof in the
operation of the business of the Company and its Restricted Subsidiaries,
taken as a whole;
(f) Liens on any property to secure all or part of the cost of
improvements or construction thereon or indebtedness incurred to provide
funds for such purpose in a principal amount not exceeding the cost of
such improvements or construction;
(g) Liens which secure Debt owing by a Subsidiary to the Company or
to a Restricted Subsidiary; and
(h) any extension, renewal, substitution or replacement (or
successive extensions, renewals, substitutions or replacements), as a
whole or in part, of any of the Liens referred to in paragraphs (a)
through (g) above or the Debt secured thereby; provided that (1) such
extention, renewal, substitution or replacement Lien shall be limited to
all or any part of the same Principal Property or Restricted Securities
that secured the Lien extended, renewed, substituted or replaced (plus
improvements or expansions on such property, and plus any other property
or assets not then constituting a Principal Property or Restricted
Securities) and (2) in the case of paragraphs (a) through (g) above, the
Debt secured by such Lien at such time is not increased (except to pay for
any premium, interest, fee or expense payable in connection with any such
replacement, extension or renewal).
For the purposes of this Section 301 and Section 302 hereof, the giving of
a guarantee which is secured by a Lien on a Principal Property or Restricted
Securities, and the creation of a Lien on a Principal Property or Restricted
Securities to secure Debt which existed prior to the creation of such Lien,
shall be deemed to involve the creation of Debt in an amount equal to the
principal
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amount guaranteed or secured by such Lien; but the amount of Debt secured by
Xxxxx on Principal Properties and Restricted Securities shall be computed
without cumulating the underlying indebtedness with any guarantee thereof or
Lien securing the same.
Section 302. Limitation on Sales and Leasebacks. The Company will not
itself, and will not permit any Restricted Subsidiary to, enter into any
arrangement after the date of the first issuance by the Company of the Notes
with any bank, insurance company or other lender or investor (other than the
Company or another Restricted Subsidiary) providing for the leasing by the
Company or any such Restricted Subsidiary of any Principal Property (except a
lease for a temporary period not to exceed three years by the end of which it is
intended that the use of such Principal Property by the lessee will be
discontinued), which was or is owned or leased by the Company or a Restricted
Subsidiary and which has been or is to be sold or transferred by the Company or
a Restricted Subsidiary, more than 180 days after the completion of construction
and commencement of full operation thereof by the Company or such Restricted
Subsidiary, to such lender or investor who has advanced or will advance funds on
the security of such Principal Property (herein referred to as a "Sale and
Leaseback Transaction") unless, (i) the gross proceeds of the sale or transfer
of the Principal Property leased equals or exceeds the fair market value of such
Principal Property and (ii) either:
(a) the Attributable Debt of the Company and its Restricted
Subsidiaries in respect of such Sale and Leaseback Transaction and all
other Sale and Leaseback Transactions entered into after the date of the
first issuance by the Company of the Notes (other than such Sale and
Leaseback Transactions as are permitted by paragraph (b) below), plus the
aggregate principal amount of Debt secured by Liens on Principal
Properties and Restricted Securities then outstanding (excluding any such
Debt secured by Liens covered in paragraphs (a) through (h) of Section 301
hereof) without equally and ratably securing the Notes, would not exceed
10% of the Company's Consolidated Net Tangible Assets, or
(b) the Company, within 180 days after the sale or transfer, applies
or causes a Restricted Subsidiary to apply an amount equal to the greater
of the net proceeds of such sale or transfer or fair market value of the
Principal Property so sold and leased back at the time of entering into
such Sale and Leaseback Transaction (in either case determined by any two
of the following: the Chairman, the President, any Vice President, the
Treasurer and the Controller of the Company) to (i) purchase other
Principal Property having a fair market value at least equal to the fair
market value of the Principal Property (or portion thereof) sold or
transferred in such Sale and Leaseback Transaction or (ii) the retirement
of the Notes or other Debt of the Company (other than Debt subordinated to
the Notes) or Debt of a Restricted Subsidiary, having a Maturity more than
12 months from the date of such application (or which is supported by
other borrowings with a maturity of more than 12 months from the date of
application) or which is extendible at the option of the obligor thereon
to a date more than 12 months from the date of such application; provided
that the amount to be so applied shall be reduced by (i) the principal
amount of Notes delivered within 180 days after such sale or transfer to
the Trustee for retirement and cancellation, and
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(ii) the principal amount of any such Debt of the Company or a Restricted
Subsidiary, other than Notes, voluntarily retired by the Company or a
Restricted Subsidiary within 180 days after such sale or transfer, or
(c) such Sale and Leaseback Transaction involves property of a
Person existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time of the sale, lease or other disposition of the
properties of such Person as an entirety or substantially as an entirety
to the Company, in each case (i) otherwise than in connection with the
borrowing of money arranged thereafter and (ii) pursuant to contractual
commitments related to the Sale and Leaseback Transaction entered into
prior to and not in contemplation of such merger, sale, lease or
disposition or such Person's becoming a Restricted Subsidiary.
Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any Sale and Leaseback Transaction, Attributable
Debt shall not include any Debt resulting from the guarantee by the Company or
any other Restricted Subsidiary of the lessee's obligation thereunder.
Section 303. Maintenance of Properties. The Company will cause all
Principal Properties owned by the Company or any Restricted Subsidiary or used
or held for use in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment (except for ordinary wear and tear)
and will cause to be made all necessary repairs, renewals and replacements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly conducted at all
times; provided, however, that nothing in this Section 303 shall prevent the
Company or any Restricted Subsidiary from discontinuing the operation or
maintenance of any Principal Properties if such discontinuation is, in the
judgment of the Company, desirable in the conduct of its business or the
business of any Restricted Subsidiary and not reasonably expected to have a
material adverse effect on the ability of the Company to perform its obligations
hereunder.
Section 304. Insurance. The Company shall keep all of its and its
Restricted Subsidiaries' Principal Properties which are of an insurable nature
insured with insurers, believed by the Company in good faith to be financially
sound and responsible, against loss or damage to the extent that property of
similar character is usually so insured by corporations similarly situated and
owning like properties engaged in similar operations in the same general
geographic areas in which the Company and its Restricted Subsidiaries operate,
except where the failure to do so could not reasonably be expected to have a
material adverse effect on the condition (financial or otherwise), earnings,
business affairs or prospects of the Company and its Restricted Subsidiaries,
taken as a whole, provided that such insurance is generally available at
commercially reasonable rates, and further provided that the Company may
self-insure, or insure through captive insurers or insurance cooperatives to the
extent consistent with prudent business practices. Such insurance shall be in
such amounts, contain such terms, be in such forms and be for such periods as
are customary in the
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Company's industry and commercially reasonable. Such insurance may be subject to
such deductibles as are customary in the industry.
Section 305. Payment of Taxes and Other Claims. The Company will pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon the income, profits or property of
the Company or any Subsidiary, and (ii) all material and lawful claims for
labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Company or any Subsidiary, except for any Lien permitted to
be incurred under Section 301; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.
ARTICLE FOUR
REDEMPTION OF NOTES
Section 401. Right of Redemption. The Notes may be redeemed, as a whole or
in part, at the option of the Company at any time, at a redemption price (a
"Redemption Price") equal to the greater of (i) 100% of the principal amount of
such Notes and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the redemption date
(the "Redemption Date") on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points,
plus in each case accrued interest thereon to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a comparable maturity to the
remaining term of such Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable
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Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.,
New York time, on the third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx &
Xxxxx Incorporated and three other primary U.S. Government securities dealers in
The City of New York to be selected by the Company, and their respective
successors.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Notes to be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Notes or portions
thereof called for redemption.
If less than all of the Notes are to be redeemed, the Trustee will select
the Notes to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption Notes and portions of Notes
in amounts of whole multiples of $1,000.
ARTICLE FIVE
MISCELLANEOUS
Section 501. Applicability of Certain Indenture Provisions. Each of the
defeasance and covenant defeasance provisions of Article Fourteen of the Base
Indenture shall apply to the Notes.
Section 502. Reference to and Effect on the Indenture. This Supplemental
Indenture shall be construed as supplemental to the Base Indenture and all the
terms and conditions of this Supplemental Indenture shall be deemed to be part
of the terms and conditions of the Base Indenture. Except as set forth herein,
the Base Indenture heretofore executed and delivered is hereby ratified,
approved and confirmed. The provisions of this Supplemental Indenture shall for
the purposes of this series of Securities supersede the provisions of the Base
Indenture to the extent the Base Indenture is inconsistent herewith.
Section 503. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision, or condition set forth
in Article Three hereof if, before or after the time for such compliance, the
Holders of a majority in principal amount of the Outstanding Notes shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision, or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision, or condition shall remain in full force and effect.
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Section 504. Governing Law. This Supplemental Indenture and each Note
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws
of such state, without regard to principles of conflicts of laws. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act,
and shall, to the extent applicable, be governed by such provisions.
Section 505. Supplemental Indenture May be Executed In Counterparts. This
instrument may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.
Section 506. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
Section 507. Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not effect any other provisions of this
Supplemental Indenture or of the Notes, but this Supplemental Indenture and the
Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed all as of the day and year first above written
THE DIAL CORPORATION
By:_________________________________
Name:
Title:
[CORPORATE SEAL]
Attest:
By:________________________________
Name:
Title:
NORWEST BANK ARIZONA, N.A., as Trustee
By:_________________________________
Name:
Title:
Attest:
By:_________________________________
Name:
Title:
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STATE OF ARIZONA )
) ss.:
COUNTY OF )
On the ____ day of September, 1998, before me personally came Xxxxx
X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that she
is Senior Vice President and Chief Financial Officer of The Dial Corporation,
one of the parties described in and which executed the foregoing instrument;
that she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that she signed her name thereto by
like authority.
______________________________________
Name:
Notary Public
State of Arizona
My Commission expires on
15
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STATE OF ARIZONA )
) ss.:
COUNTY OF )
On the ___ day of September, 1998, before me personally came
_________________________, to me known, who, being by me duly sworn, did depose
and say that he or she is ___________________________________ of Norwest Bank
Arizona, N.A., one of the parties described in and which executed the foregoing
instrument; and that he or she signed his or her name thereto by like authority.
______________________________________
Name:
Notary Public
State of Arizona
My Commission expires on
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Exhibit A
[Form of Face of Security]
[IF SUCH SECURITY IS A GLOBAL SECURITY, INSERT -- THIS SECURITY IS A BOOK-ENTRY
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS
NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE THEREOF OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUCH
CERTIFICATE 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.]
THE DIAL CORPORATION
6 1/2% Senior Note due September 15, 2008
No. A-__ $____________
CUSIP: 00000XXX0
THE DIAL CORPORATION, a corporation duly organized and existing under the
laws the State of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ________________, or registered assigns, the
principal sum of _____________________________
19
United States Dollars (U.S. $_____________) on September 15, 2008 and to pay
interest thereon from September 23, 1998 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 1999, at the
rate of 6 1/2% per annum, until the principal hereof is paid or made available
for payment, and at a rate of 6 1/2% per annum on any overdue principal and
premium, if any, and, to the extent permitted by law, or any overdue interest.
Interest will be computed on the basis of a 360- day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, or at the option of
the Holder, the Corporate Trust Office of the Trustee, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be signed
manually or by facsimile by their duly authorized officers and by its corporate
seal to be affixed or imported thereon.
THE DIAL CORPORATION
By:_________________________________
Title:
Attest:
FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
Dated: NORWEST BANK ARIZONA, N.A.
As Trustee
By:_________________________________
Authorized Signatory
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FORM OF REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 23, 1998 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and Norwest Bank Arizona, N.A., as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture and all indentures
supplemental thereto for a statement of the respective rights, limitations of
rights, duties 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. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$200,000,000, and is issued pursuant to a Supplemental Indenture supplementing
the Indenture, dated as of September 23, 1998, between the Company and the
Trustee relating to the issuance of the "6 1/2% Senior Notes due 2008" of this
series (the "Supplemental Indenture").
The Notes may be redeemed, as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
redemption date (the "Redemption Date") on a semiannual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
points, plus in each case accrued interest thereon to the Redemption Date.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in 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 Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and
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their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
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Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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