EXHIBIT 99.3
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FIRST SUPPLEMENTAL INDENTURE
AMONG
TEPPCO PARTNERS, L.P.
AS ISSUER,
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP,
TCTM, L.P.,
TEPPCO MIDSTREAM COMPANIES, L.P.
AND
JONAH GAS GATHERING COMPANY
AS SUBSIDIARY GUARANTORS,
AND
FIRST UNION NATIONAL BANK,
A NATIONAL BANKING ASSOCIATION
AS TRUSTEE
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FEBRUARY 20, 2002
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7.625% SENIOR NOTES DUE 2012
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TABLE OF CONTENTS
ARTICLE 1 THE 2012 Notes.....................................................2
SECTION 1.1. Designation of 2012 Notes; Establishment of Form.............2
SECTION 1.2. Amount.......................................................2
SECTION 1.3. Redemption...................................................3
SECTION 1.4. Conversion...................................................3
SECTION 1.5. Maturity.....................................................3
SECTION 1.6. Place of Payment.............................................3
SECTION 1.7. Subsidiary Guarantors........................................3
SECTION 1.8. Other Terms of 2012 Notes....................................3
ARTICLE 2 AMENDMENTS TO THE INDENTURE........................................3
SECTION 2.1. Definitions..................................................4
SECTION 2.2. Redemption...................................................8
SECTION 2.3. Covenants....................................................8
SECTION 2.4. Events of Default...........................................10
ARTICLE 3 MISCELLANEOUS PROVISIONS..........................................10
SECTION 3.1. Integral Part...............................................10
SECTION 3.2. General Definitions.........................................10
SECTION 3.3. Adoption, Ratification and Confirmation.....................11
SECTION 3.4. Counterparts................................................11
SECTION 3.5. Governing Law...............................................11
EXHIBIT A FORM OF 2012 NOTE........................................A-1
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 20, 2002 (this
"First Supplemental Indenture"), among TEPPCO Partners, L.P., a Delaware limited
partnership (the "Partnership"), TE Products Pipeline Company, Limited
Partnership ("TE Products"), a Delaware limited partnership, TCTM, L.P., a
Delaware limited partnership ("TCTM"), TEPPCO Midstream Companies, L.P., a
Delaware limited partnership ("TEPPCO Midstream"), Jonah Gas Gathering Company,
a Wyoming general partnership ("Jonah" and together with TE Products, TCTM and
TEPPCO Midstream, the "Subsidiary Guarantors"), and First Union National Bank, a
national banking association, as trustee (the "Trustee"),
W I T N E S S E T H:
WHEREAS, the Partnership and the Subsidiary Guarantors have heretofore
executed and delivered to the Trustee an Indenture, dated as of February 20,
2002 (the "Original Indenture" and, as amended and supplemented by this First
Supplemental Indenture, the "Indenture"), providing for the issuance from time
to time of one or more series of the Partnership's Debt Securities, and the
Guarantee by each of the Subsidiary Guarantors of the Debt Securities;
WHEREAS, Sections 2.01 and 2.03 of the Indenture provide that, without
the approval of any Holder, the Partnership and the Subsidiary Guarantors may
enter into supplemental indentures to establish the form, terms and provisions
of a series of Debt Securities issued pursuant to the Indenture;
WHEREAS, Section 9.01(k) of the Indenture provides that the Partnership
and the Subsidiary Guarantors and the Trustee may from time to time enter into
one or more indentures supplemental thereto, without the consent of any Holders,
to establish the form or terms of Debt Securities of a new series;
WHEREAS, Section 9.01(b) of the Indenture permits the execution of
supplemental indentures without the consent of any Holders to add to the
covenants of the Partnership or the Subsidiary Guarantors for the benefit of,
and to add any additional Events of Default with respect to, all or any series
of Debt Securities;
WHEREAS, Section 9.01(i) of the Indenture permits the execution of
supplemental indentures without the consent of any Holders to add to, change or
eliminate any of the provisions of the Indenture with respect to all or any
series of Debt Securities, provided that, among other things, such addition,
change or elimination does not apply to any outstanding Debt Security of any
series created prior to the execution of such supplemental indenture;
WHEREAS, the Partnership desires to issue the initial series of its
Debt Securities under the Indenture, such series to be known as its 7.625%
Senior Notes due 2012 (the "2012 Notes"), the issuance of which series was
authorized by or pursuant to resolution of the Board of Directors, and the
Subsidiary Guarantors desire to Guarantee the 2012 Notes as provided in Article
XIV of the Indenture;
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WHEREAS, the Partnership, pursuant to the foregoing authority, proposes
in and by this First Supplemental Indenture to supplement and amend the
Indenture insofar as it will apply only to the 2012 Notes in certain respects;
and
WHEREAS, all things necessary have been done to make the 2012 Notes,
when duly issued by the Partnership and when executed on behalf of the
Partnership and authenticated and delivered in accordance with the Indenture,
the valid obligations of the Partnership, to make the Guarantee of the 2012
Notes the valid obligations of the Subsidiary Guarantors, and to make this First
Supplemental Indenture a valid agreement of the Partnership and the Subsidiary
Guarantors, in accordance with their and its terms;
NOW, THEREFORE:
In consideration of the premises provided for herein, the Partnership,
the Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and proportionate benefit of all Holders of the 2012 Notes as follows:
ARTICLE 1
THE 2012 Notes
SECTION 1.1. Designation of 2012 Notes; Establishment of Form.
There shall be a series of Debt Securities designated "7.625% Senior
Notes due 2012" of the Partnership (the "2012 Notes"), and the form thereof
(including the notation of Guarantee) shall be substantially as set forth in
Exhibit A hereto, which is incorporated into and shall be deemed a part of this
First Supplemental Indenture, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the
Partnership may deem appropriate or as may be required or appropriate to comply
with any laws or with any rules made pursuant thereto or with the rules of any
securities exchange on which the 2012 Notes may be listed, or to conform to
general usage, or as may, consistently with the Indenture, be determined by the
officers executing such 2012 Notes, as evidenced by their execution of the 2012
Notes.
The 2012 Notes will initially be issued in permanent global form,
substantially in the form set forth in Exhibit A hereto, as a Global Security.
The Partnership initially appoints the Trustee to act as paying agent
and Registrar with respect to the 2012 Notes.
SECTION 1.2. Amount.
The Trustee shall authenticate and deliver 2012 Notes for original
issue in an aggregate principal amount of up to $500,000,000 upon Partnership
Order for the authentication and delivery of 2012 Notes. The authorized
aggregate principal amount of 2012 Notes may be increased at any time hereafter
and the series may be reopened for issuances of additional Debt Securities,
without the consent of any Holder. The 2012 Notes issued on the date hereof and
any
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such additional 2012 Notes that may be issued hereafter shall be part of the
same series of Debt Securities.
SECTION 1.3. Redemption.
(a) There shall be no sinking fund for the retirement of the 2012 Notes
or other mandatory redemption obligation.
(b) The Partnership, at its option, may redeem the 2012 Notes in
accordance with the provisions of the 2012 Notes and the Indenture.
SECTION 1.4. Conversion.
The 2012 Notes shall not be convertible into any other securities.
SECTION 1.5. Maturity.
The Stated Maturity of the 2012 Notes shall be February 15, 2012.
SECTION 1.6. Place of Payment.
Any 2012 Notes that may be issued in certificated, non-global form
shall be payable at the corporate trust office of the Trustee in the City of
New
York, which office, on the date of this First Supplemental Indenture, is located
at 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The 2012 Notes may
be presented for registration of transfer or exchange at the office of the
Trustee at which its corporate trust business is principally administered in the
United States, which office, on the date of this First Supplemental Indenture,
is located at 0000 Xxxx X.X. Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx
00000-0000. Notices and demands to or upon the Partnership in respect of the
2012 Notes may be served at such office.
SECTION 1.7. Subsidiary Guarantors.
The 2012 Notes shall be entitled to the benefits of the Guarantee of
each of the Subsidiary Guarantors as provided in Article XIV of the Indenture.
SECTION 1.8. Other Terms of 2012 Notes.
Without limiting the foregoing provisions of this Article 1, the terms
of the 2012 Notes shall be as provided in the form of 2012 Notes set forth in
Exhibit A hereto and as provided in the Indenture.
ARTICLE 2
AMENDMENTS TO THE INDENTURE
The amendments and supplements contained herein shall apply to 2012
Notes only and not to any other series of Securities issued under the Indenture
and any covenants provided
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herein are expressly being included solely for the benefit of the 2012 Notes.
These amendments and supplements shall be effective for so long as there remains
any 2012 Notes outstanding.
SECTION 2.1. Definitions.
Section 1.01 of the Original Indenture is amended and supplemented by
inserting or restating, as the case may be, in their appropriate alphabetical
position, the following definitions:
"Attributable Indebtedness" means with respect to a Sale-Leaseback
Transaction, at the time of determination, the lesser of:
(a) the fair market value (as determined in good faith by the Board of
Directors) of the assets involved in the Sale-Leaseback Transaction;
(b) the present value of the total net amount of rent required to be
paid under the lease involved in such Sale-Leaseback Transaction during the
remaining term thereof (including any renewal term exercisable at the lessee's
option or period for which such lease has been extended), discounted at the rate
of interest set forth or implicit in the terms of such lease or, if not
practicable to determine such rate, the weighted average interest rate per annum
borne by the 2012 Notes compounded semiannually; and
(c) if the obligation with respect to the Sale-Leaseback Transaction
constitutes an obligation that is required to be classified and accounted for as
a Capital Lease Obligation for financial reporting purposes in accordance with
GAAP, the amount equal to the capitalized amount of such obligation determined
in accordance with GAAP and included in the financial statements of the lessee.
For purposes of the foregoing definition, rent will not include amounts required
to be paid by the lessee, whether or not designated as rent or additional rent,
on account of or contingent upon maintenance and repairs, insurance, taxes,
assessments, utilities, water rates, operating charges, labor costs and similar
charges. In the case of any lease that is terminable by the lessee upon the
payment of a penalty, such net amount shall be the lesser of the net amount
determined assuming termination upon the first date such lease may be terminated
(in which case the net amount shall also include the amount of the penalty, but
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) or the net amount
determined assuming no such termination.
"Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.
"Consolidated Net Tangible Assets" means, at any date of determination,
the aggregate amount of total assets included in the most recent consolidated
quarterly or annual balance sheet of the Partnership prepared in accordance with
GAAP, less applicable reserves reflected in such balance sheet, after deducting
the following amounts:
(a) all current liabilities reflected in such balance sheet (excluding
any current maturities of long-term debt or any current liabilities that by
their terms are extendable or
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renewable at the option of the obligor to a time more than 12 months after the
time as of which the amount is being computed); and
(b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles reflected in such balance sheet.
"Funded Debt" means all Debt maturing one year or more from the date of
the incurrence, creation, assumption or guarantee thereof, all Debt directly or
indirectly renewable or extendible, at the option of the debtor, by its terms or
by the terms of the instrument or agreement relating thereto, to a date one year
or more from the date of the incurrence, creation, assumption or guarantee
thereof, and all Debt under a revolving credit or similar agreement obligating
the lender or lenders to extend credit over a period of one year or more.
"Permitted Liens" include:
(a) Liens existing at, or provided for under the terms of an
"after-acquired property" clause or similar term of any agreement existing on
the date of, the initial issuance of the 2012 Notes or the terms of any
mortgage, pledge agreement or similar agreement existing on such date of initial
issuance;
(b) Liens on property, shares of stock, indebtedness or other assets of
any Person (which is not a Subsidiary of the Partnership) existing at the time
such Person becomes a Subsidiary of the Partnership or is merged into or
consolidated with or into the Partnership or any of its Subsidiaries (whether or
not the obligations secured thereby are assumed by the Partnership or any of its
Subsidiaries), provided that such Liens are not incurred in anticipation of such
Person becoming a Subsidiary of the Partnership, or Liens existing at the time
of a sale, lease or other disposition of the properties of a Person as an
entirety or substantially as an entirety to the Partnership or any of its
Subsidiaries;
(c) Liens on property, shares of stock, indebtedness or other assets
existing at the time of acquisition thereof by the Partnership or any of its
Subsidiaries (whether or not the obligations secured thereby are assumed by the
Partnership or any of its Subsidiaries), or Liens thereon to secure the payment
of all or any part of the purchase price thereof;
(d) any Lien on property, shares of capital stock, indebtedness or
other assets created at the time of the acquisition of same by the Partnership
or any of its Subsidiaries or within 12 months after such acquisition to secure
all or a portion of the purchase price of such property, capital stock,
indebtedness or other assets or indebtedness incurred to finance such purchase
price, whether such indebtedness is incurred prior to, at the time of or within
one year after the date of such acquisition;
(e) Liens on property, shares of stock, indebtedness or other assets to
secure any Debt incurred to pay the costs of construction, development, repair
or improvements thereon, or incurred prior to, at the time of, or within 12
months after, the latest of the completion of construction, the completion of
development, repair or improvements or the commencement of full commercial
operation of such property for the purpose of financing all or any part of, such
construction or the making of such development, repair or improvements;
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(f) Liens to secure indebtedness owing to the Partnership or any of its
Subsidiaries;
(g) Liens on any current assets that secure current liabilities or
indebtedness incurred by the Partnership or any of its Subsidiaries;
(h) Liens in favor of the United States of America or any state,
territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any state, territory or possession thereof (or the District
of Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of constructing,
developing, repairing or improving the property subject to such liens;
(i) Liens arising or imposed by reason of any attachment, judgment,
decree or order of any regulatory, governmental or court authority or
proceeding, so long as any proceeding initiated to review same shall not have
been terminated or the period within which such proceeding may be initiated
shall not have expired, or such attachment, judgment, decree or order shall
otherwise be effectively stayed;
(j) Liens on any capital stock of any Subsidiary of the Partnership
that owns an equity interest in a joint venture to secure indebtedness, provided
that the proceeds of such indebtedness received by such Subsidiary are
contributed or advanced to such joint venture;
(k) the assumption by the Partnership or any of its Subsidiaries of
obligations secured by any Lien on property, shares of stock, indebtedness or
other assets, which Lien exists at the time of the acquisition by the
Partnership or any of its Subsidiaries of such property, shares, indebtedness or
other assets or at the time of the acquisition of the Person that owns such
property or assets;
(l) Liens on any property to secure bonds for the construction,
installation or financing of pollution control or abatement facilities, or other
forms of industrial revenue bond financing, or indebtedness issued or guaranteed
by the United States, any state or any department, agency or instrumentality
thereof;
(m) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements) of any Lien referred to in clauses (a)-(l) above; provided,
however, that any Liens permitted by the terms set forth under any of such
clauses (a)-(l) shall not extend to or cover any property of the Partnership or
of any of its Subsidiaries, as the case may be, other than the property
specified in such clauses and improvements thereto or proceeds therefrom;
(n) Liens deemed to exist by reason of negative pledges in respect of
indebtedness;
(o) Liens upon rights-of-way for pipeline purposes;
(p) any statutory or governmental Lien or a Lien arising by operation
of law, or any mechanics', repairmen's, materialmen's, supplier's, carrier's,
landlord's, warehousemen's or similar Lien incurred in the ordinary course of
business which is not yet due or is being contested
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in good faith by appropriate proceedings and any undetermined Lien which is
incidental to construction, development, improvement or repair;
(q) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, license, permit or by any
provision of law, to purchase or to recapture or to designate a purchaser of,
any property;
(r) Liens of taxes and assessments which are for the current year, and
are not at the time delinquent or are delinquent but the validity of which are
being contested at the time by the Partnership or any of its Subsidiaries in
good faith;
(s) Liens of, or to secure the performance of, leases;
(t) Liens upon, or deposits of, any assets in favor of any surety
company or clerk of court for the purpose of obtaining indemnity or stay of
judicial proceedings;
(u) Liens upon property or assets acquired or sold by the Partnership
or any of its Subsidiaries resulting from the exercise of any rights arising out
of defaults on receivables;
(v) Liens incurred in the ordinary course of business in connection
with workmen's compensation, unemployment insurance, temporary disability,
social security, retiree health or similar laws or regulations or to secure
obligations imposed by statute or governmental regulations;
(w) Liens securing indebtedness of the Partnership or indebtedness of
any Subsidiaries of the Partnership, all or a portion of the net proceeds of
which are used, substantially concurrently with the funding thereof (and for
purposes of determining "substantial concurrence," taking into consideration,
among other things, required notices to be given to Holders of Outstanding Debt
Securities under this Indenture (including the 2012 Notes) in connection with
such refunding, refinancing, repurchase, and the required durations thereof), to
refund, refinance, or repurchase all Outstanding Debt Securities under this
Indenture (including the 2012 Notes) including all accrued interest thereon and
reasonable fees and expenses and any premium incurred by the Partnership or its
Subsidiaries in connection therewith; and
(x) any Lien upon any property, shares of capital stock, indebtedness
or other assets to secure indebtedness incurred by the Partnership or any of its
Subsidiaries, the proceeds of which, in whole or in part, are used to defease,
in a legal or a covenant defeasance, the obligations of the Partnership on the
2012 Notes or any other series of Debt Securities.
"Principal Property" means, whether owned or leased on the date of the
initial issuance of the 2012 Notes or acquired later:
(a) pipeline assets of the Partnership or any of its Subsidiaries,
including any related facilities employed in the gathering, transportation,
distribution, storage or marketing of natural gas, natural gas liquids, refined
petroleum products, liquefied petroleum gases, crude oil or petrochemicals, that
are located in the United States of America or any territory or political
subdivision thereof; and
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(b) any processing or manufacturing plant or terminal owned or leased
by the Partnership or any of its Subsidiaries that is located in the United
States of America or any territory or political subdivision thereof;
except, in the case of either of the foregoing clauses (a) and (b), any such
assets consisting of inventories, furniture, office fixtures and equipment
(including data processing equipment), vehicles and equipment used on, or useful
with, vehicles, and any such assets, plant or terminal which, in the opinion of
the Board of Directors, is not material in relation to the activities of the
Partnership or of the Partnership and its Subsidiaries, taken as a whole.
"Sale-Leaseback Transaction" means any arrangement with any Person
providing for the leasing by the Partnership or any of its Subsidiaries of any
Principal Property, which Principal Property has been or is to be sold or
transferred by the Partnership or such Subsidiary to such Person, other than:
(a) any such transaction involving a lease for a term (including
renewals or extensions exercisable by the Partnership or any of its
Subsidiaries) of not more than three years; or
(b) any such transaction between the Partnership and any of its
Subsidiaries or between any of its Subsidiaries.
"2012 Notes" means the 7.625% Senior Notes due 2012 of the Partnership
to be issued pursuant to this Indenture. For purposes of this Indenture, the
term "2012 Notes" shall, except where the context otherwise requires, include
the Guarantee.
SECTION 2.2. Redemption.
Article III of the Original Indenture shall be amended and supplemented
by inserting the following new section in its entirety:
"Section 3.06. Optional Redemption.
The 2012 Notes may be redeemed at the option of the Partnership at any
time and from time to time at the redemption prices described in the 2012 Notes.
Any notice to Holders of 2012 Notes of such redemption shall include the
appropriate calculation of the redemption price, but need not include the
redemption price itself. The actual redemption price, calculated as provided in
the 2012 Notes, shall be set forth in an Officers' Certificate delivered to the
Trustee no later than two Business Days prior to the redemption date".
SECTION 2.3. Covenants.
Article IV of the Original Indenture shall be amended and supplemented
by inserting the following new sections in their entirety:
"Section 4.12. Limitation on Sale-Leaseback Transactions. The
Partnership shall not, and shall not permit any of its Subsidiaries to, enter
into any Sale-Leaseback Transaction unless:
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(a) such Sale-Leaseback Transaction occurs within 12 months from the
date of completion of the acquisition of the Principal Property subject thereto
or the date of the completion of construction, or development of, or substantial
repair or improvement on, or commencement of full operations of, such Principal
Property, whichever is later;
(b) the Partnership or such Subsidiary, as the case may be, would be
permitted, pursuant to the provisions of this Indenture, to incur Debt, in a
principal amount equal to the Attributable Indebtedness with respect to such
Sale-Leaseback Transaction, secured by a Lien on the Principal Property subject
to such Sale-Leaseback Transaction pursuant to Section 4.13 without equally and
ratably securing the 2012 Notes pursuant to such Section; or
(c) the Partnership or such Subsidiary, within a twelve-month period
after the effective date of such Sale-Leaseback Transaction, applies or causes
to be applied an amount equal to not less than the Attributable Indebtedness
from such Sale-Leaseback Transaction either to (a) the voluntary defeasance or
the prepayment, repayment, redemption or retirement of any 2012 Notes or other
Funded Debt of the Partnership or any Subsidiary that is not subordinated to the
Debt Securities, (b) the acquisition, construction, development or improvement
of any Principal Property used or useful in the businesses of the Partnership
(including the businesses of its Subsidiaries) or (c) any combination of
applications referred to in the preceding clause (a) or (b).
Notwithstanding the foregoing provisions of this Section, the
Partnership may, and may permit any Subsidiary to, effect any Sale-Leaseback
Transaction that is not excepted by clauses (a) through (c), inclusive, of this
Section, provided that the Attributable Indebtedness from such Sale-Leaseback
Transaction, together with the aggregate principal amount of (i) all other
Attributable Indebtedness deemed to be outstanding in respect of all
Sale-Leaseback Transactions (exclusive of any such Sale-Leaseback Transactions
otherwise permitted under clauses (a) and (c) of this Section) and (ii) all
outstanding Debt secured by Liens other than Permitted Liens on any Principal
Property or upon any shares of capital stock or indebtedness of any Subsidiary
owning or leasing any Principal Property, does not exceed 10% of Consolidated
Net Tangible Assets.
Section 4.13. Limitation on Liens. The Partnership shall not, and shall
not permit any of its Subsidiaries to, incur, issue, create, assume or guarantee
any Lien, other than a Permitted Lien, on any Principal Property or upon any
shares of capital stock or indebtedness of any Subsidiary owning or leasing any
Principal Property, whether now existing or hereafter created or acquired by the
Partnership or such Subsidiary, to secure any Debt of the Partnership or any
other Person, without in any such case making effective provision whereby any
and all 2012 Notes then Outstanding will be secured by a Lien equally and
ratably with, or prior to, such Debt for so long as such Debt shall be so
secured. Notwithstanding the foregoing, the Partnership may, and may permit any
Subsidiary to, incur, issue, create, assume or guarantee any Lien (other than a
Permitted Lien) on any Principal Property or upon any shares of capital stock or
indebtedness of any Subsidiary owning or leasing any Principal Property to
secure Debt of the Partnership or any other Person, without securing the 2012
Notes as provided in this Section, provided that the aggregate principal amount
of all Debt then outstanding secured by any such Lien together with the
aggregate amount of Attributable Indebtedness deemed to be outstanding in
respect of all Sale-Leaseback Transactions (exclusive of any such Sale-Leaseback
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Transactions otherwise permitted under clauses (a) and (c) of Section 4.12),
does not exceed 10% of Consolidated Net Tangible Assets.
Section 4.14. Additional Subsidiary Guarantors. If at any time after
the original issuance of the 2012 Notes, including following any release of a
Subsidiary Guarantor from its Guarantee under this Indenture, any Subsidiary of
the Partnership (including any future Subsidiary of the Partnership) guarantees
any Funded Debt of the Partnership, then the Partnership shall cause such
Subsidiary to execute and deliver an Indenture supplemental hereto pursuant to
Section 9.01(g) simultaneously therewith. In order to further evidence its
Guarantee, such Subsidiary shall execute and deliver to the Trustee a notation
relating to such Guarantee in accordance with Section 14.02."
SECTION 2.4. Events of Default.
The following additional Event of Default shall be added to those in
clauses (a)-(g) of Section 6.01 of the Original Indenture in relation to the
2012 Notes:
"(h) default in the payment by the Partnership or any of its
Subsidiaries at the Stated Maturity thereof, after the expiration of any
applicable grace period, of any principal of any Debt of the Partnership (other
than the 2012 Notes) or any of its Subsidiaries (other than the Guarantee of the
2012 Notes) outstanding in an aggregate principal amount in excess of
$50,000,000, or the occurrence of any other default thereunder (including,
without limitation, the failure to pay interest or any premium), the effect of
which default is to cause such Debt to become, or to be declared, due prior to
its Stated Maturity and such acceleration is not rescinded within 60 days after
there has been given, by registered or certified mail, to the Partnership and
the Subsidiary Guarantors by the Trustee or to the Partnership, the Subsidiary
Guarantors and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding 2012 Notes a written notice specifying such default and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder, and the receipt by the Partnership and the Subsidiary
Guarantors of such written notice."
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 3.1. Integral Part.
This First Supplemental Indenture constitutes an integral part of the
Indenture.
SECTION 3.2. General Definitions.
For all purposes of this First Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Original Indenture; and
(b) the terms "herein", "hereof", "hereunder" and other words of
similar import refer to this First Supplemental Indenture.
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SECTION 3.3. Adoption, Ratification and Confirmation.
The Original Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
SECTION 3.4. Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed an original; and
all such counterparts shall together constitute but one and the same instrument.
SECTION 3.5. Governing Law.
THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
TEPPCO PARTNERS, L.P.
By: Texas Eastern Products Pipeline Company, LLC
Its General Partner
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
By: TEPPCO GP, Inc.
Its General Partner
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TCTM, L.P.
By: TEPPCO GP, Inc.
Its General Partner
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TEPPCO MIDSTREAM COMPANIES, L.P.
By: TEPPCO GP, Inc.
Its General Partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
-12-
JONAH GAS GATHERING COMPANY
By: TEPPCO GP, Inc.
Its Managing General Partner
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
FIRST UNION NATIONAL BANK, as Trustee
By: /s/ XXXXX X. XXXXXXX
----------------------------------------------
Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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-13-
EXHIBIT A
[FORM OF FACE OF 2012 NOTE]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"),
NEW YORK,
NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY 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 SINCE 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, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO HEREIN.](1)
----------------
(1) These paragraphs should be included only if the Debt Security is a Global
Security.
A-1
TEPPCO PARTNERS, L.P.
7.625% SENIOR NOTE DUE 2012
No. $
------ -----------
CUSIP No. 872384 AA0
TEPPCO Partners, L.P., a Delaware limited partnership (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
_______________ Dollars on February 15, 2012 [or such greater or lesser amount
as is indicated on the Schedule of Exchanges of Securities attached hereto](2),
at the office or agency of the Company referred to below, and to pay interest
thereon, commencing on August 15, 2002 and continuing semiannually thereafter,
on February 15 and August 15 of each year, from __________, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the rate of 7.625% per annum, until the principal hereof is paid or duly
provided for, and (to the extent lawful) to pay on demand, interest on any
overdue interest at the rate borne by the Securities from the date on which such
overdue interest becomes payable to the date payment of such interest has been
made or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date (other than at maturity) 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 February 1 or
August 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 shall forthwith cease to be payable to the Holder on such Regular
Record Date and may 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 may 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. Interest on the Securities of this series shall be computed
on the basis of a 360-day year comprised of twelve 30-day months.
Payment of the principal of, premium, if any, and interest on this
Security will be made at the corporate trust office of the Trustee in
New York,
New York, or at such other office or agency of the Company as may be maintained
for such purpose, 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 payment of interest may be made (i) at the option of the
Company by check mailed to Holders at their respective addresses as shown in the
Debt Security Register or (ii) at the option of any Holder owning Securities in
the principal amount of $500,000 or more, by wire transfer to an account
maintained by the Holder located in the United
----------------
(2) This clause should be included only if the Debt Security is a Global
Security.
A-2
States, as specified in a written notice to the Trustee (received prior to the
relevant record date) by any such Holder requesting payment by wire transfer and
specifying the account to which transfer is requested. Notwithstanding the
foregoing, so long as this Security is registered in the name of a Depositary or
its nominee, all payments hereon shall be made by wire transfer of immediately
available funds to the account of such Depositary or its nominee. The Holder
must surrender this Security to a paying agent to collect payment of principal.
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 duly 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by its sole General Partner.
TEPPCO PARTNERS, L.P.
By: Texas Eastern Products Pipeline Company, LLC
Its General Partner
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: FIRST UNION NATIONAL BANK,
---------- As Trustee
By
---------------------------------------------
Authorized Signatory
A-3
[FORM OF REVERSE OF 2012 NOTE]
This Security is one of a duly authorized issue of the series of Debt
Securities of the Company designated as its 7.625% Senior Notes due 2012 (such
series being herein called the "Securities"), which is issued under, with
securities of one or more additional series that may be issued under, an
indenture dated as of February 20, 2002, among the Company, the Subsidiary
Guarantors and First Union National Bank, as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), as
amended and supplemented by the First Supplemental Indenture of even date (such
Indenture, as so amended and supplemented, being called the "Indenture"), to
which Indenture and all future indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties, obligations and immunities thereunder of the Company, the Subsidiary
Guarantors, 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 redeemable, in whole or in part, at any time and from
time to time, at the Company's option, upon at least 30 and not more than 60
days' prior notice as provided in the Indenture, at a redemption price equal to
the greater of (1) 100% of the principal amount of this Security then
Outstanding to be redeemed, or (2) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the redemption date) from the redemption date to February
15, 2012 computed by discounting such payments to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
a rate equal to the sum of 35 basis points plus the Adjusted Treasury Rate on
the third Business Day prior to the redemption date, as calculated by an
Independent Investment Banker, plus accrued and unpaid interest, up to, but not
including, the redemption date.
For purposes of determining any redemption price, the following
definitions are applicable:
"Adjusted Treasury Rate" means, with respect to any redemption date,
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities" for the maturity corresponding
to the Optional Redemption Comparable Treasury Issue (if no maturity is within
three months before or after the remaining term of this Security, yields for the
two published maturities most closely corresponding to the Optional Redemption
Comparable Treasury Issue will be determined and the Adjusted Treasury Rate will
be interpolated or extrapolated from such yields on a straight line basis,
rounding to the nearest month); or if such release (or any successor release) is
not published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semiannual equivalent yield to
maturity of the Optional Redemption Comparable Treasury Issue, calculated using
a price for the Optional Redemption Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Optional Redemption Comparable
Treasury Price for such redemption date.
A-4
"Independent Investment Banker" means UBS Warburg LLC, or if such firm
is unwilling or unable to serve as such, an independent investment banking
institution of national standing appointed by the Company.
"Optional Redemption Reference Treasury Dealer" means each of up to
five dealers to be selected by the Company and their respective successors;
provided that if any of the foregoing ceases to be, and has no affiliate that
is, a primary U.S. governmental securities dealer (a "Primary Treasury Dealer"),
the Company will substitute for it another Primary Treasury Dealer.
"Optional Redemption Comparable Treasury Issue" means the U.S. Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of this Security 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 comparable maturity to the
remaining term of this Security, or, if, in the reasonable judgment of the
Independent Investment Banker, there is no such security, then the Optional
Redemption Comparable Treasury Issue will mean the U.S. Treasury security or
securities selected by the Independent Investment Banker as having an actual or
interpolated maturity or maturities comparable to the remaining term of this
Security.
"Optional Redemption Comparable Treasury Price" means (1) the average
of five Optional Redemption Reference Treasury Dealer Quotations for the
applicable redemption date, after excluding the highest and lowest Optional
Redemption Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Optional Redemption Reference
Treasury Dealer Quotations, the average of all such quotations.
"Optional Redemption Reference Treasury Dealer Quotations" means, with
respect to each Optional Redemption Reference Treasury Dealer and any Redemption
Date for this Security, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Optional Redemption Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker and the Company at 5:00
p.m.,
New York City time, on the third Business Day preceding such Redemption
Date.
In the case of any redemption of Securities, interest installments
whose stated maturity is on or prior to the redemption date will be payable to
the Holders of such Securities, or one or more predecessor Securities, of record
at the close of business on the relevant record date referred to on the face
hereof. Securities (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the redemption date.
In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
The Securities do not have the benefit of any sinking fund obligations.
A-5
As set forth in the Indenture, an Event of Default with respect to the
Securities is generally: (a) failure to pay principal upon Stated Maturity,
redemption or otherwise; (b) default for 30 days in payment of interest on any
of the Securities; (c) failure for 60 days after notice to comply with any other
covenants in the Indenture or the Securities; (d) certain payment defaults
under, or the acceleration prior to the Stated Maturity of, Debt of the Company
or any Subsidiary in an aggregate principal amount in excess of $50,000,000,
unless such acceleration is rescinded within 60 days after notice to the Company
and the Subsidiary Guarantors as provided in the Indenture; (e) the Guarantee of
the Securities by any of the Subsidiary Guarantors ceases to be in full force
and effect (except as otherwise provided in the Indenture); and (f) certain
events of bankruptcy, insolvency or reorganization of the Company or any
Subsidiary Guarantor.
If an Event of Default described in clause (f) in the preceding
paragraph occurs, then the principal amount of all Outstanding Securities,
premium, if any, and interest thereon shall ipso facto be due and payable
immediately. If any other Event of Default with respect to the Securities occurs
and is continuing, the Trustee or the holders of at least 25% in aggregate
principal amount of the Outstanding Securities may declare the principal amount
of all the Securities, premium, if any, and accrued interest thereon to be due
and payable immediately. The Indenture provides that such declaration may be
rescinded in certain events by the Holders of a majority in principal amount of
the Outstanding Securities.
No Holder of the Securities may pursue any remedy under the Indenture
unless the Trustee shall have failed to act after notice of an Event of Default
with respect to the Securities and written request by Holders of at least 25% in
principal amount of the Outstanding Securities, and the offer to the Trustee of
indemnity reasonably satisfactory to it; however, such provision does not affect
the right to xxx for enforcement of any overdue payment on a Security by the
Holder thereof. Subject to certain limitations, Holders of a majority in
principal amount of the Outstanding Securities may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders notice of
any continuing default (except default in payment of principal, premium or
interest) if it determines in good faith that withholding the notice is in the
interest of the Holders. The Company is required to file a report with the
Trustee each year as to the absence or existence of defaults.
The Company's payment obligations under the Securities are jointly and
severally guaranteed by the Subsidiary Guarantors. Any Subsidiary Guarantor may
be released from its Guarantee of the Securities under the circumstances
described in the Indenture.
The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of the Company and Subsidiary Guarantors on this Security
and (ii) certain Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company or the Subsidiary Guarantors and the rights of the Holders of the
Securities under the Indenture at any time by the Company, the Subsidiary
Guarantors and the Trustee with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of at
least a majority in principal amount of the
A-6
Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company or the Subsidiary Guarantors with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by or on behalf of
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.
Without the consent of any Holder, the Company, the Subsidiary Guarantors and
the Trustee may amend or supplement the Indenture or the Securities to cure any
ambiguity, defect or inconsistency, to make other changes that do not adversely
affect the rights of any Holder and to make certain other specified changes.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any, on)
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 registerable in the Debt Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities 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, the Securities
are exchangeable for a like aggregate principal amount of Securities of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax, fee, assessment or other governmental charge payable in
connection therewith.
The General Partner and its directors, officers, employees,
incorporators and stockholders, as such, shall have no liability for any
obligations of the Subsidiary Guarantors or the Company under the Securities,
the Indenture or the Guarantee or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder, by accepting this
Security, waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of this Security.
Prior to the time of due presentment of this Security for registration
of transfer, the Company, 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
A-7
is overdue, and neither the Company, the Trustee nor any 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. The Company will
furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to the Company, P. O. Xxx 0000, Xxxxxxx, Xxxxx
00000-0000.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders thereof. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identifying information
printed hereon.
This Security shall be governed by and construed in accordance with the
laws of the State of
New York.
A-8
ASSIGNMENT FORM
(I) or (we) assign and transfer this Security to
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(Insert assignee's social security or tax I.D. number)
--------------------------------------------------------------------------------
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(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
as agent to transfer this Security on the Debt Security Register of the Company.
The agent may substitute another to act for him.
Dated: Signature:
--------------- --------------------------------------
(Sign exactly as name appears on the
face of this Security)
Name:
-------------------------------------------
Address:
----------------------------------------
----------------------------------------
Phone No.:
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Signature Guarantee
By:
-------------------------------
Signature guarantor must be an
eligible guarantor institution - a
bank or trust company or broker or
dealer which is a member of a
registered exchange or the NASD.
A-9
SCHEDULE OF EXCHANGES OF SECURITIES(3)
The following exchanges, redemptions or repurchases of a part of this Global
Security have been made:
PRINCIPAL AMOUNT
OF THIS GLOBAL SECURITY AUTHORIZED AMOUNT OF
FOLLOWING SUCH SIGNATORY OF AMOUNT OF DECREASE IN INCREASE IN
DECREASE DATE TRUSTEE OR SECURITY PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF EXCHANGE (OR INCREASE) CUSTODIAN OF THIS GLOBAL SECURITY OF THIS GLOBAL SECURITY
------------------------ ------------------- ----------------------- -----------------------
----------------
(3) This schedule should be included only if the Debt Security is a Global
Security.
A-10
NOTATION OF GUARANTEE
Each of the Subsidiary Guarantors (which term includes any successor
Person under the Indenture), has fully, unconditionally and absolutely
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture, the due and punctual payment of the principal of,
and premium, if any, and interest on the Securities and all other amounts due
and payable under the Indenture and the Securities by the Partnership.
The obligations of the Subsidiary Guarantors to the Holders of
Securities and to the Trustee pursuant to the Guarantee and the Indenture are
expressly set forth in Article XIV of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Guarantee.
TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP
By: TEPPCO GP, Inc.
Its General Partner
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TCTM, L.P.
By: TEPPCO GP, Inc.
Its General Partner
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
TEPPCO MIDSTREAM COMPANIES, L.P.
By: TEPPCO GP, Inc.
Its General Partner
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
A-11
JONAH GAS GATHERING COMPANY
By: TEPPCO GP, Inc.
Its Managing General Partner
By:
---------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
A-12
